Common use of Audit Clause in Contracts

Audit. During the Term and for two years thereafter, Licensee shall keep and maintain complete and accurate books of account and records at its principal place of business in connection with each of the Included Programs and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During such record retention period, upon thirty (30) business days’ notice, and no more than once per calendar year, Licensor shall have the right during business hours to audit and check at Licensee’s principal place of business, Licensee’s books and records, including relevant electronic data and systems data, pertaining to the accuracy of the statements and other financial information delivered to Licensor by Licensee and the amount of the license fees paid or payable hereunder. The exercise by Licensor of any right to audit or the acceptance by Licensor of any statement or payment, whether or not the subject of an audit, shall not bar Licensor from thereafter asserting a claim for any balance due, and Licensee shall remain fully liable for any balance due under the terms of this Agreement, provided that Licensor may only audit any particular record once. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of any underpayment. If the underpayment is in excess of five percent (5%) of the license fees for the period covered by such audit, Licensee shall pay interest thereon from the date such payment was originally due at a rate equal to the lesser of one hundred ten percent (110%) of the Prime Rate and the maximum rate permitted by applicable law. If such error is in excess of ten percent (10%) of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due plus interest in accordance with the previous sentence, pay to Licensor (i) the reasonable, out-of-pocket costs and expenses incurred by Licensor in connection with any such audit, and (ii) reasonable outside attorneys fees actually incurred by Licensor in enforcing the collection thereof. In the event that the rate of interest set forth in this Section exceeds the maximum permitted legal interest rate, such rate shall be automatically reduced to the maximum permitted legal interest rate, and all other terms and conditions of this Agreement shall remain in full force and effect.

Audit. During the Term and for two years thereafter, Licensee shall keep and maintain complete and accurate books of account and records at its principal place of business in connection with each of the Included Programs and pertaining to LicenseeLicensee ’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During such record retention periodthe Term and for up to twenty-four (24) months thereafter, upon thirty (30) business days’ notice, and but no more than once per calendar yearduring any twelve (12) month period, Licensor shall have the right during Licensee’s business hours to have an Accountant to audit and check at Licensee’s principal place of businessbusiness upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant ’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records, including relevant electronic data and systems data, records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunderhereunder ; provided, however, that each Licensor hereunder shall coordinate the exercise of their audit rights so that Licensee is only subject to one audit under this Agreement for any and all Territories during any twelve (12) month period. Under no circumstances shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The exercise by Licensor of any right to audit or the acceptance by Licensor of any statement or payment, whether or not the subject of an audit, Accountant shall not bar be engaged on a contingency fee basis. Licensor from thereafter asserting a claim for any balance dueacknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee shall remain fully liable for a confidentiality agreement in a form acceptable to Licensee prior to engaging in any balance due under the terms examination of this Agreement, provided that Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit any particular record onceLicensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of any underpayment. If the underpayment is in excess of five percent (5%) of the license fees for the period covered by such audit, Licensee shall pay interest thereon from the date such payment was originally due at a rate equal to the lesser of one hundred ten percent (110%) of the Prime Rate and the maximum rate permitted by applicable law. If such error is in excess of ten percent (10%) % of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due plus interest in accordance with due, reimburse Licensor for the previous sentence, pay to Licensor (i) the reasonable, reasonable third party out-of-pocket costs and expenses incurred by Licensor in connection with for any such audit, and (ii) reasonable outside attorneys fees actually incurred audit conducted by Licensor in enforcing the collection thereof. In the event that the rate of interest set forth in this Section exceeds the maximum permitted legal interest rate, such rate shall be automatically reduced to the maximum permitted legal interest rate, and all other terms and conditions of this Agreement shall remain in full force and effectAccountant.

Audit. During the Term and for two years thereafter, Licensee shall keep and maintain during the Term and one year thereafter complete and accurate books of account and records for the number of Authorized Subscribers during the Term at its principal place of business in connection with each of the Included Programs and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 Section 17 of this ScheduleAgreement. During such record retention period, upon thirty Upon ten (3010) business days’ notice, and no more than once per calendar year, Licensor shall have the right during business hours to have a nationally recognized auditor audit and check (but not copy) at Licensee’s principal place of business, Licensee’s books and records, including relevant electronic data and systems data, such records pertaining to for the then-current year and the accuracy of the statements and other financial information delivered to Licensor by Licensee and the amount of the license fees paid or payable hereunder. The exercise by Licensor of any right to audit or the acceptance by Licensor of any statement or payment, whether or not the subject of an audit, shall not bar Licensor from thereafter asserting a claim for any balance due, and Licensee shall remain fully liable for any balance due under the terms of this Agreement. Ifprior year. Such audit shall be conducted in a manner that does not unreasonably interrupt Comcast’s normal business and shall last no longer than 30 days. Licensor shall provide the results of such audit to Licensee within six months of the completion of such audit, provided that Licensor may only audit any particular record once. If and if an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, and upon agreement of the parties and execution and delivery by Licensor of a release that is acceptable to Licensee, Licensee shall immediately immediatelypromptly pay the amount of any underpayment. If the underpayment is in excess of five percent (5%) of the license fees for the period covered by such audit, Licensee shall pay plus interest thereon from the date such payment was originally due at a rate equal to the lesser of one hundred ten percent (110%) of the Prime Rate and the maximum rate permitted by applicable law. If such error is in excess of ten five percent (105%) of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due plus interest in accordance with the previous sentence, pay to Licensor (i) the reasonable, out-of-pocket costs and expenses incurred by Licensor in connection with any such audit, and (ii) reasonable outside attorneys fees actually incurred by Licensor in enforcing the collection thereof. In the event that the rate of interest set forth in this Section exceeds the maximum permitted legal interest rate, such rate shall be automatically reduced to the maximum permitted legal interest rate, and all other terms and conditions of this Agreement shall remain in full force and effect.

Audit. During The University may, itself or using a third party agent, audit the Term and for two years thereafter, Licensee shall keep and maintain complete and accurate books of account and records of Licensee upon [***] advance written notice specifying any time of day during Licensee’s business hours (or if Licensee has no set business hours then during the hours of 8AM to 4PM) at its principal Licensee’s place of business for the purpose of verifying Licensee’s reports and compliance by Licensee in connection all other respects with each this Agreement. No such audits shall be conducted hereunder more frequently than once every [***] nor shall University be permitted to repeat an audit of books for a period previously audited unless: (i) there is reason to believe that any of the Included Programs and pertaining circumstances described in Section 9.02 has occurred; or (ii) with respect to a repeat audit, Licensee has undergone a restatement of its records for that period. Notwithstanding the foregoing, Licensee will grant University, or its auditor, access to all of Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During such record retention period, upon thirty (30) business days’ notice, and no more than once per calendar year, Licensor shall have the right during business hours to audit and check at Licensee’s principal place of business, Licensee’s books and records, including relevant electronic data and systems data, pertaining records for all prior periods to the accuracy extent necessary to perform a proper audit. If any audit identifies an underpayment by Licensee, Licensee will promptly pay the underpayment to University including interest as provided for in Section 4.03. If any audit identifies an overpayment by Licensee, Licensee may deduct such overpayment from the next scheduled payments due University until such overpayment has been recovered by Licensee. If any audit leads to the discovery of the statements and other financial information delivered to Licensor an underpayment by Licensee and the amount of the license fees paid or payable hereunder. The exercise by Licensor in respect of any right Calendar Quarter of [***] between amounts due in respect of such quarter and amounts reported to audit be due by Licensee in its quarterly report for such quarter or the acceptance by Licensor of any statement or payment, whether or not the subject of an audit, shall not bar Licensor from thereafter asserting otherwise reveals a claim for any balance due, and Licensee shall remain fully liable for any balance due under the terms previously undisclosed material breach of this Agreement, provided that Licensor may only audit any particular record once. If an examination establishes an error in Licensee’s computation Licensee will, within [***] after written notice from the University, reimburse the University for all of license fees due with respect its costs related to the Included Programsaudit. Otherwise, any audit will be at the University’s expense. Licensee shall immediately will, in any event and without regard to the size of the discrepancy, [***] pay to the University the amount of any previous underpayment. If the underpayment is in excess of five percent (5%) of the license fees for the period covered by such audit, Licensee shall pay including interest thereon from the date time such payment amount was originally due at a rate equal to the lesser of one hundred ten percent (110%) of the Prime Rate and the maximum rate permitted by applicable law. If such error is until paid in excess of ten percent (10%) of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due plus interest full in accordance with Section 4.03. Any audit conducted pursuant to this Section 5.05 will be conducted, at University’s option, by the previous sentenceUniversity itself or by an auditor selected by University and reasonably acceptable to the Licensee. For the avoidance of any doubt, pay University’s right to Licensor (i) audit books under this Section 5.05 applies to all Affiliates that sell Licensed Products or practice Licensed Processes and to all Sublicensees to the reasonablesame extent that it applies to Licensee. Failure by Licensee, out-of-pocket costs and expenses incurred by Licensor in connection with any such audit, and (ii) reasonable outside attorneys fees actually incurred by Licensor in enforcing the collection thereof. In the event that the rate of interest an Affiliate or a Sublicensee to permit University to conduct an audit as set forth in this Section exceeds 5.05 will [***] give University the maximum permitted legal interest rate, right to suspend the non-compliant party’s rights under the Patent Rights until such rate shall be automatically reduced time as said party becomes compliant with this Section 5.05. University’s right to audit Licensee’s books in accordance with this Section 5.05 will extend for [***] after the maximum permitted legal interest rate, and all other terms and conditions expiration or termination of this Agreement shall remain in full force for any reason. With respect to any University’s rights under a continuing Sublicense under Sections 2.03(A) and effect2.03(E), University’s right to audit the Sublicensee’s books will extend for [***] after the expiration or termination of said Sublicense for any reason.

Audit. During Xxxxxxx Aerospace may, from time-to-time during the Term term of this License and for two up to 2 years thereafterafter the expiration or termination of this License, Licensee shall keep and maintain complete and accurate books of account and records at its principal place of business in connection with each of the Included Programs and pertaining require an audit be conducted to determine Licensee’s compliance with the License terms hereof, including, without limitation, copies and conditions. Licensee will be notified at least two weeks in advance of the statements referred time period to in Article 16 of this Schedulebe covered by the audit and when the audit will occur. During such record retention period, upon thirty (30) business days’ notice, and no more than once per calendar year, Licensor shall have the right The audit will take place at Licensee’s facilities during business hours to on weekdays. The audit and check will be performed by a third party selected by Xxxxxxx Aerospace. Licensee, at Licensee’s principal place of businessits own expense, Licensee’s books and will provide all records, including relevant electronic data documentation, and systems data, pertaining support required for the auditor to determine if the accuracy usage of the statements licensable Software and other financial information delivered to Licensor by Licensee any required reporting or payments or both are in compliance with the License terms and the amount of the license fees paid or payable hereunderconditions. The exercise by Licensor of any right to audit or the acceptance by Licensor of any statement or payment, whether or not the subject of an audit, shall not bar Licensor from thereafter asserting a claim for any balance due, and Licensee shall remain fully liable for any balance due under the terms of this Agreement, provided that Licensor may only audit any particular record once. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately Xxxxxxx Aerospace will pay the amount of any underpayment. If auditor’s fees unless the underpayment is in excess of five percent (5%) of the license fees for the period covered by such audit, audit determines Licensee shall pay interest thereon from the date such payment was originally due at a rate equal to the lesser of one hundred ten percent (110%) of the Prime Rate and the maximum rate permitted by applicable law. If such error is in excess of ten percent (10%) of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due plus interest in accordance has not complied with the previous sentence, pay to Licensor (i) the reasonable, out-of-pocket costs and expenses incurred by Licensor in connection with any such audit, and (ii) reasonable outside attorneys fees actually incurred by Licensor in enforcing the collection thereof. In the event that the rate of interest set forth in this Section exceeds the maximum permitted legal interest rate, such rate shall be automatically reduced to the maximum permitted legal interest rate, and all other terms and conditions of this Agreement shall remain License. If Licensee is found not to be in full force compliance with this License, Licensee will pay the auditor’s fees, transportation, sustenance and effectlodging costs for the audit performed and for the audit report. In addition, the Licensee will: (i) Pay any applicable then current license fees associated with use of the licensed Software which are due but not previously paid, and if the discrepancy is found to be more than 5% for any 3- month period, the Licensee will pay liquidated damages of 150% the amount of the underpayment per 3-month period for which a greater than 5% discrepancy is found. Licensee will also pay the auditor’s fees, transportation, sustenance, and lodging cost for the audit performed that uncovered the greater than 5% discrepancy and will also pay for the audit report itself. The rectification amount, the liquidated damages, and the auditing costs will be due within 30 days of invoicing. If payment for these amounts is not received within 30 days of invoicing, Licensor, at its sole discretion, may terminate this license. (ii) Generate, at Licensee’s expense, a corrective action plan to prevent any reoccurrence of the non-compliance. (iii) Provide, at Licensee’s expense, a corrective action plan to Xxxxxxx Aerospace that is acceptable to Xxxxxxx Aerospace. (iv) Implement, at Licensee’s expense, the corrective action plan. (v) Pay all auditor’s fees, transportation, sustenance and lodging costs for the next audit of Licensee. Failure to comply with the provisions of this Section may result in termination of this License, in Xxxxxxx Aerospace sole discretion. If any follow up audit finds Licensee to be non-compliant with any of the terms of this License, then Xxxxxxx Aerospace, at its option, may terminate this License and all other licenses that may exist between Licensee and Xxxxxxx Aerospace immediately upon written notice to Licensee. This Section in its entirety survives termination or expiration of this License

Audit. During the Term and for two years thereafter, Licensee shall keep and maintain complete and accurate books of account and records at its principal place of business in connection with each of the Included Programs and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During such record retention periodthe Term and for up to twenty-four (24) months thereafter, upon thirty (30) business days’ notice, and but no more than once per calendar yearduring any twelve (12) month period, Licensor shall have the right during Licensee’s business hours to have an Accountant to audit and check at Licensee’s principal place of businessbusiness upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records, including relevant electronic data and systems data, records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunder. The exercise by Under no circumstances shall Licensor of any or the Accountant have the right to audit examine records relating to Licensee’s business generally or the acceptance by Licensor with respect to any other content for purposes of any statement comparison or payment, whether or not the subject of an audit, otherwise. The Accountant shall not bar be engaged on a contingency fee basis. Licensor from thereafter asserting a claim for any balance dueacknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee shall remain fully liable for a confidentiality agreement in a form acceptable to Licensee prior to engaging in any balance due under the terms examination of this Agreement, provided that Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit any particular record onceLicensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of any underpayment. If the underpayment is in excess of five percent (5%) of the license fees for the period covered by such audit, Licensee shall pay interest thereon from the date such payment was originally due at a rate equal to the lesser of one hundred ten percent (110%) of the Prime Rate and the maximum rate permitted by applicable law. If such error is in excess of ten percent (10%) % of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due plus interest in accordance with due, reimburse Licensor for the previous sentence, pay to Licensor (i) the reasonable, reasonable third party out-of-pocket costs and expenses incurred by Licensor in connection with for any such audit, and (ii) reasonable outside attorneys fees actually incurred audit conducted by Licensor in enforcing the collection thereof. In the event that the rate of interest set forth in this Section exceeds the maximum permitted legal interest rate, such rate shall be automatically reduced to the maximum permitted legal interest rate, and all other terms and conditions of this Agreement shall remain in full force and effectAccountant.

Audit. During the Term Term, and for two years a period of twenty-four (24) months thereafter, Licensor’s authorized independent representatives may, during regular business hours and upon reasonable advance written notice of at least twenty (20) Business Days to Licensee, audit such books and records of Licensee as are reasonably necessary to verify the accuracy of payments made to Licensor under this Agreement. Licensor’s representative shall be a third party independent nationally recognized cable audit, law or accounting firm designated by Licensor and approved by Licensee, such approval not to be unreasonably withheld, and such cable, audit, law or accounting firm and/or the individuals involved shall have executed appropriate confidentiality agreements in a form reasonably designated by Licensee prior to the commencement of an audit. Any such audit shall be at Licensor’s sole cost and expense. Licensor may not audit more than one time per year during the Term or more than one time after the expiration of the Term (and, so long as Licensee is promptly responding to the auditor’s reasonable requests for documents and information, no such audit shall continue for more than 45 calendar days), and any such audited information shall be subject to Section 17 of these Standard Terms and any such audit shall be conducted only during reasonable business hours and in such a manner as not unreasonably to interfere with the normal business activities of Licensee. Commencing as of the Effective Date, each audit shall be limited to the two Term Years prior to the then-current Term Year (it being understood that accounting statements covering periods prior to the Effective Date shall be governed by the Prior Agreement). Licensee shall keep and maintain complete and accurate books of account and records in connection with each Included Program. Licensee shall maintain such records with respect to each Included Program at its principal place of business in connection with each for a period of four (4) years from the date of Licensee’s first exhibition of the particular Included Programs and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During such record retention period, upon thirty (30) business days’ notice, and no more than once per calendar year, Licensor shall have the right during business hours to audit and check at Licensee’s principal place of business, Licensee’s books and records, including relevant electronic data and systems data, pertaining to the accuracy of the statements and other financial information delivered to Licensor by Licensee and the amount of the license fees paid or payable hereunderProgram. The exercise by Licensor of any right to audit or the acceptance by Licensor of any statement or payment, whether payment shall be without prejudice to any of Licensor’s rights or not the subject of an audit, remedies and shall not bar Licensor from thereafter asserting a claim for disputing the accuracy of any balance duesuch payment or statement, and Licensee shall remain fully liable for any balance due under the terms of this Agreement. If Licensor shall audit Licensee’s books and records, then Licensor shall, within 6 months of the conclusion of such audit, inform Licensee, in writing of any claim resulting therefrom (including a true copy of the auditor’s report), and, except for the claims set forth in such notice, all statements rendered by Licensee with respect to the period covered by such audit and any prior period shall be conclusive and binding on the parties and not subject to further audit. Notwithstanding anything to the contrary contained herein, no provision herein shall limit Licensor’s rights at law in the event that Licensee shall have concealed information from or provided that false information or failed to make available all pertinent information requested by Licensor’s auditors. Licensor shall commence an action or proceeding with respect to any such claim within twenty (20) months of the commencement of any audit hereunder or shall forever be barred from bringing same. Licensor may only not commence a new audit any particular record onceuntil all prior audits have been closed (i.e., after delivery of the notice of the auditor’s findings). If an examination establishes an error in Licensee’s computation of license fees the sums due with respect to the Included Programs, Licensee shall immediately pay the amount of any underpayment. If the underpayment is in excess of five percent (5%) of the license fees Licensor for the period covered by such audit, Licensee shall pay interest thereon from the date such payment was originally due at a rate equal to the lesser of one hundred ten percent (110%) of the Prime Rate and the maximum rate permitted by applicable law. If such which error is in excess of ten percent 5% of the sums due to Licensor for such period (10%) and provided that such error is either acknowledged by Licensee or confirmed by a final non-appealable order of such license fees due for the period covered by such audita court of competent jurisdiction), then Licensee shallshall pay to Licensor, in addition to making immediate payment of the additional license fees sums due plus interest in accordance with the previous sentenceto Licensor, pay to Licensor (i) interest on such additional sums computed at the reasonablebest rate charged by Licensor’s principal bank to its best customers, as the same may vary from time to time, and (ii) the reasonable direct out-of-pocket costs and expenses incurred of such examination (but only to the extent that such sums are actually paid by Licensor to outside auditors, it being expressly understood that Licensee shall not be responsible for any portion of Licensor’s inside costs in connection with any such auditclaims); provided, and (ii) reasonable outside attorneys fees actually incurred by Licensor however, that in enforcing no event shall the collection thereof. In additional sums so paid exceed the event that amount of the rate of interest set forth in this Section exceeds the maximum permitted legal interest rate, such rate shall be automatically reduced to the maximum permitted legal interest rate, and all other terms and conditions of this Agreement shall remain in full force and effecterror.

Audit. During (a) Licensor’s Audit Rights. (i) Licensor, through its outside auditor, which shall be subject to STE’s approval (with STE hereby pre-approving the Term so-called “Big 4” accounting firms and any non-affiliated entity that is at the time of an audit permitted hereunder providing audit services for two years thereafter, Licensee shall keep and maintain complete and accurate books of account and records at its principal place of business in connection with each of the Included Programs and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During such record retention period, upon thirty (30Licensor) business days’ notice, and no more than once per calendar year, Licensor shall have the right during business hours to inspect and audit and check at Licensee’s principal place of business, LicenseeSTE’s books and recordsrecords required to verify information relevant to, including relevant electronic data and systems datato determine whether STE is in compliance with, pertaining this Amended & Restated Amendment, including, but not limited to, Sections 2(b)(v) and 2(c)(vii) (“Licensor MFN Provisions”), Section 2(c) and Section 6. The parties acknowledge that STE shall not be required to disclose any documents subject to attorney/client privilege or other evidentiary legal privilege to Licensor in the accuracy course of the statements and other financial information such audit. Licensor may elect to conduct such audit (A) at any time within five business days after receipt of a notice delivered to Licensor by Licensee in accordance with a the applicable Licensor MFN Provisions and the amount of the license fees paid or payable hereunder. The exercise by Licensor of (B) no more than one time during any right to audit or the acceptance by Licensor of any statement or payment, whether or not the subject of an audit, Year and such audits shall not bar Licensor from thereafter asserting a claim for any balance due, cover time periods previously audited except to review additional information not available at the time of such prior audit. Any audit shall be conducted at STE’s home office and Licensee shall remain fully liable for any balance due under the terms of this Agreement, provided that Licensor may only audit any particular record once. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of any underpayment. If the underpayment is in excess of five percent (5%) of the license fees for the period covered be made by such audit, Licensee person or persons Licensor shall pay interest thereon from the date such payment was originally due at a rate equal to the lesser of one hundred ten percent (110%) of the Prime Rate and the maximum rate permitted by applicable law. If such error is in excess of ten percent (10%) of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due plus interest designate in accordance with the previous sentencefirst sentence of this Section 28(a)(i) (“Approved Licensor Auditor”) during reasonable business hours upon reasonable prior notice and shall not last on-site for more than 20 consecutive business days, pay provided STE and its affiliates have supplied within a reasonable period of time all information necessary to Licensor conduct standard auditing procedures. (iii) Additionally, any audit performed as a result of Licensor’s exercise of its rights under Section 28(a)(i)(A) above shall be subject to the reasonable, out-of-pocket costs and expenses incurred by Licensor in connection with any following conditions: (1) prior to performing such audit, the Approved Licensor Auditor shall enter into a confidentiality agreement with Licensor and STE, pursuant to which the Approved Licensor Auditor shall agree to not disclose any information to Licensor other than in accordance with the conditions set forth herein; (ii2) reasonable outside attorneys fees actually incurred by if the Approved Licensor Auditor determines, following such audit, that Licensor’s rights under the applicable Licensor MFN Provision(s) have not been triggered, the Approved Licensor Auditor shall so inform Licensor and STE and no other information shall be provided to Licensor in enforcing respect of such audit; (3) if the collection thereofApproved Licensor Auditor believes, following such audit, that Licensor’s rights under the applicable Licensor MFN Provision(s) have been triggered, the Approved Licensor Auditor shall so inform only STE, and the Approved Licensor Auditor and STE shall attempt to resolve such apparent trigger; (4) if the Approved Licensor Auditor and STE, after discussions, determine that Licensor’s rights under the applicable Licensor MFN Provision(s) have not been triggered, the Approved Licensor Auditor shall so inform Licensor and STE and no other information shall be provided to Licensor; (5) if the Approved Licensor Auditor and STE, after discussions, either determine that Licensor’s rights under the applicable Licensor MFN Provision(s) have been triggered or are unable to agree as to whether Licensor’s rights under the applicable Licensor MFN Provision(s) have been triggered, the Approved Licensor Auditor shall provide to Licensor only such information as directly pertains to such trigger and the exercise of Licensor’s rights under the applicable Licensor MFN Provision(s). In For the event that the rate purposes of interest set forth in clarification, no audit performed under this Section exceeds shall relieve STE of its obligation to continue to provide notices to Licensor under the maximum permitted legal interest rate, such rate shall be automatically reduced to the maximum permitted legal interest rate, Licensor MFN Provision(s) if and all other terms and conditions of this Agreement shall remain in full force and effectwhen appropriate.

Audit. During No later than sixty (60) days following the Term Closing and for two years thereafterupon Purchaser’s reasonable prior written request and at Purchaser’s sole cost and expense, Licensee shall keep and maintain complete and accurate books of account and records at Purchaser may request that its principal place of business in connection with each independent outside accounting firm (herein “Auditor”) prepare an audit of the Included Programs and pertaining to Licensee’s compliance operating income from the Property in conformity with the terms hereof, including, without limitation, copies requirements of Rule 3-14 of Regulations S-X promulgated by the statements referred to in Article 16 of this Schedule. During such record retention period, upon thirty (30) business days’ notice, Securities and no more than once per Exchange Commission for the calendar year, Licensor shall have the right during business hours to audit and check at Licensee’s principal place of business, Licensee’s books and records, including relevant electronic data and systems data, pertaining to the accuracy of the statements and other financial information delivered to Licensor by Licensee year 2014 and the amount of the license fees paid or payable hereunder. The exercise by Licensor of any right to audit or the acceptance by Licensor of any statement or payment1st, whether or not the subject of an audit2nd and if completed, shall not bar Licensor from thereafter asserting a claim 3rd quarters for any balance due, and Licensee shall remain fully liable for any balance due under the terms of this Agreement, provided that Licensor may only audit any particular record once. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of any underpayment. If the underpayment is in excess of five percent 2015 (5%) of the license fees for the period covered by such audit, Licensee shall pay interest thereon from the date such payment was originally due at a rate equal to the lesser of one hundred ten percent (110%) of the Prime Rate and the maximum rate permitted by applicable law. If such error is in excess of ten percent (10%) of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due plus interest in accordance with the previous sentence, pay to Licensor (i) the reasonable, out-of-pocket costs and expenses incurred by Licensor in connection with any such audit, and (ii) reasonable outside attorneys fees actually incurred by Licensor in enforcing the collection thereofherein “Property Audit”). In the event such an audit is needed, Seller agrees to provide Auditor with reasonable access to its books and records solely related to the Property as defined herein in connection with the preparation of the Property Audit, and a copy of the same shall be provided to Seller promptly upon completion. Purchaser agrees to compensate Seller for their actual out-of- pocket expenses incurred in connection with the Property Audit (including, but not limited to, the costs associated with any representation letter, if any, that Seller is mandated by applicable Federal law to provide). Purchaser acknowledges that Seller’s agreement to facilitate the rate Property Audit as herein provided is being made strictly as an accommodation to Purchaser, without representation or warranty of interest set forth in any kind to or for the benefit of Purchaser. In no event shall any Property Audit or update thereto give rise to or be grounds for a claim or lawsuit by Purchaser against Seller, and Xxxxxxxxx agrees to indemnify and hold Seller harmless from any claim, damage, loss, cost, expense or liability which Seller may incur or to which Seller is at any time subjected as a result of Seller’s compliance with this Section exceeds the maximum permitted legal interest rate8.24. SELLER: HIGHLANDS RANCH XXXX CENTER II, such rate shall be automatically reduced LLC, a Colorado limited liability company By: Xxxx Properties Management Company, Inc., a Delaware corporation, its manager By: Xxxx Properties Management Company, Inc., a Delaware corporation, its manager By: By: Dated: PURCHASER: NETREIT, INC., a Maryland corporation By: Name: Its: Dated: Lot 435B-1A, Highlands Ranch filing No. 134-A, 10th Amendment, County of Xxxxxxx, State of Colorado, according to the maximum permitted legal interest rate, and all other terms and conditions of this Agreement shall remain in full force and effect.recorded plat thereof. Lobby 6 - Chairs 2 - Small Tables 2 - Small Planters 4 - Large Planters

Audit. During the Term and for two years thereafter, Licensee shall keep and maintain complete and accurate books of account and records at its principal place of business in connection with each of the Included Programs and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During such record retention period, upon Upon thirty (30) business days’ Business Days notice, and no more than once per calendar yearLicensor or its designee, Licensor which shall be a nationally recognized independent auditor not compensated on a contingency fee basis, shall have the right during business hours to audit and check at Licensee’s principal place of business, business Licensee’s books and records, including relevant electronic data and systems data, records pertaining to the accuracy of the statements and other financial information delivered to Licensor by Licensee and the amount of the license fees License Fees paid or payable hereunder. The exercise by Licensor of any right to audit or the acceptance by Licensor of any statement or payment, whether or not the subject of an audit, shall not bar Licensor from thereafter asserting a claim for any balance due, and Licensee shall remain fully liable for any balance due under the terms of this Agreement, provided that Licensor may only . Such audit any particular record once. If an examination establishes an error in shall be subject to Licensee’s computation reasonable security and confidentiality requirements, and shall not occur during the first or last three (3) weeks of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of any underpaymenta calendar quarter. If the underpayment is in excess of five percent (5%) of the license fees for the period covered by such auditaudit shows an underpayment, Licensee shall pay interest thereon from the date such payment was originally due at a rate equal underpaid amount to Licensor within thirty (30) days after the lesser of one hundred ten percent (110%) conclusion of the Prime Rate and the maximum rate permitted by applicable lawaudit. If the audit shows an overpayment, Licensor shall pay the overpaid amount to Licensee within thirty (30) days after the conclusion of the audit. If any such error underpayment is in excess of ten percent (10%) of such license fees License Fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees License Fees due plus interest in accordance with the previous sentence, pay to Licensor (i) the reasonable, out-of-pocket costs and expenses incurred by Licensor in connection with for any such audit, audit and (ii) reasonable outside attorneys attorneys’ fees actually incurred by Licensor in enforcing the collection thereof. In the event that the rate of interest set forth in this Section exceeds the maximum permitted legal interest rate, such rate shall be automatically reduced to the maximum permitted legal interest rate, and all other terms and conditions of this Agreement shall remain in full force and effect.

Audit. During the Term and for two years thereafter, Licensee shall keep and maintain complete and accurate books of account and records at its principal place of business in connection with each of the Included Programs and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedulehereof and Third Party License Agreements referred to in Article 19 hereof. During such record retention period, upon thirty (30) business days’ notice, and no more than once per calendar year, Licensor shall have the right during business hours to audit and check at Licensee’s principal place of business, Licensee’s books and records, including relevant electronic data and systems data, records pertaining to the accuracy of the statements and other financial information delivered to Licensor by Licensee and the amount of the license fees paid or payable hereunderhereunder and to ensure compliance with Article 17.3 hereof. The exercise by Licensor of any right to audit or the acceptance by Licensor of any statement or payment, whether or not the subject of an audit, shall not bar Licensor from thereafter asserting a claim for any balance due, and Licensee shall remain fully liable for any balance due under the terms of this Agreement, provided that Licensor may only audit any particular record once. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of any underpayment. If the underpayment is in excess of five percent (5%) of the license fees for the period covered by such audit, Licensee shall pay plus interest thereon from the date such payment was originally due at a rate equal to the lesser of one hundred ten percent (110%) of the Prime Rate and the maximum rate permitted by applicable law. If such error is in excess of ten percent (10%) % of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due plus interest in accordance with the previous sentence, pay to Licensor Licensor (i) the reasonable, out-of-pocket costs and expenses incurred by Licensor in connection with for any such audit, and (ii) reasonable outside attorneys fees actually incurred by Licensor in enforcing the collection thereof. In the event that the rate of interest set forth in this Section exceeds the maximum permitted legal interest rate, such rate shall be automatically reduced to the maximum permitted legal interest rate, and all other terms and conditions of this Agreement shall remain in full force and effect.

Audit. During The Borrower shall, and shall cause the Term Servicer, the Custodian and for two years thereafterthe Parent to, Licensee shall keep permit each Lender, the Administrative Agent or their duly authorized representatives, attorneys or auditors during ordinary business hours and maintain complete and accurate books of account and records at its principal place of business in connection with each of the Included Programs and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During such record retention period, upon thirty three (303) business days’ Business Days written notice, to visit the offices thereof and no to inspect the Collateral and the Collateral Packages, and the related accounts, records and computer systems, software and programs used or maintained by the Borrower, the Servicer, the Parent or the Custodian, as the case may be at such times as such Lender or the Administrative Agent may reasonably request, using auditors and/or accountants selected by such Lender or the Administrative Agent in its sole and absolute discretion (a “Collateral Audit”) and the Borrower shall enable the Insurance Consultant to seek and receive from the related Issuing Insurance Companies any verifications of coverage related to the Pledged Policies as often as the Administrative Agent may request the Insurance Consultant to do so (though not more frequently than once per calendar yearmonth unless an Event of Default or Unmatured Event of Default has occurred and is continuing). Unless an Event of Default or an Unmatured Event of Default has occurred and is continuing, Licensor a Collateral Audit under this Section 9.1(i) may be conducted not more frequently than once per month. The Borrower shall have promptly on demand reimburse the right during business hours to audit and check at Licensee’s principal place of business, Licensee’s books and records, including relevant electronic data and systems data, pertaining to the accuracy of the statements and other financial information delivered to Licensor by Licensee Administrative Agent and the amount of the license fees paid or payable hereunder. The exercise by Licensor of any right to audit or the acceptance by Licensor of any statement or payment, whether or not the subject of an audit, shall not bar Licensor from thereafter asserting a claim Lenders for any balance due, and Licensee shall remain fully liable for any balance due under the terms of this Agreement, provided that Licensor may only audit any particular record once. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of any underpayment. If the underpayment is in excess of five percent (5%) of the license fees for the period covered by such audit, Licensee shall pay interest thereon from the date such payment was originally due at a rate equal to the lesser of one hundred ten percent (110%) of the Prime Rate and the maximum rate permitted by applicable law. If such error is in excess of ten percent (10%) of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due plus interest in accordance with the previous sentence, pay to Licensor (i) the reasonable, out-of-pocket all costs and expenses incurred by Licensor or on behalf of the Administrative Agent and the Lenders in connection with any Collateral Audit and their ongoing review and Insurance Consultant’s ongoing review of the documents related to the Pledged Policies, including without limitation the documents on the FTP Site; provided, however, if no Event of Default or Unmatured Event of Default has occurred and is continuing, no more than one Collateral Audit per year shall be at the expense of the Borrower (all other Collateral Audits in a year being at the expense of the Lenders) and the total expenses incurred by or on behalf of the Borrower related to a Collateral Audit (including any reimbursements actually made by the Borrower to the Lenders and the Administrative Agent in connection with such auditCollateral Audit), a Servicer Collateral Audit, enabling the Insurance Consultant to receive any verifications of coverage, information requests described in Section 9.1(cc) and audits conducted pursuant to Section 13.8(a)(iv), in each case, excluding any internal and third-party costs and expenses incurred in the ordinary course by or on behalf of the Borrower, shall be limited to no more than $2,200 for each Pledged Policy (or if such Pledged Policy is a Small Face Policy and payment of Premiums in respect of such Pledged Policy are made on an annual basis, $500 for each such Pledged Policy) (as adjusted annually for inflation or such higher amount if such higher amount is the Insurance Consultant’s reasonably determined prevailing market cost in the industry for such Collateral Audits or ongoing reviews of the type in question as adjusted for changes in audit standards) during the shorter of (i) the prior twelve (12) month period and (ii) reasonable outside attorneys fees actually incurred by Licensor in enforcing the collection thereofperiod of time commencing on the most recent Advance Date and ending on the date of such Collateral Audit, verification of coverage, information request or audit, as applicable. In Upon instructions from the event that Administrative Agent, the rate of interest set forth in this Section exceeds Borrower shall, and shall cause the maximum permitted legal interest rate, such rate shall be automatically reduced Servicer (and the Administrative Agent may cause the Custodian) to release any document related to any Collateral to the maximum permitted legal interest rateAdministrative Agent. If an Event of Default or Unmatured Event of Default has occurred and is continuing, the Administrative Agent, at the Borrower’s expense, shall have the right to conduct a Collateral Audit at any time and all other terms as often the Administrative Agent determines is necessary or desirable. For the avoidance of doubt, any review and conditions evaluation of this Agreement Additional Policies conducted by the Administrative Agent or the Lenders in connection with a Borrowing Request shall remain in full force and effectnot constitute a Collateral Audit.

Audit. During Licensor or its authorized agent shall have the Term right from time ----- to time, and for two years thereafterat any reasonable time but not more than once in any calendar year, to examine and to perform tests of the Licensee's books and records and undertake other reasonable procedures to verify compliance by Licensee with the provisions of this Agreement. The cost of said examination and tests shall be borne by Licensor, unless the royalties or other amounts owing to Licensor by Licensee hereunder are discovered to have been understated or underpaid by five percent (5%) or more over the period since the last such examination or test, in which case Licensee shall keep pay forthwith to Licensor the cost of such examination and/or test, and maintain complete and accurate books all payments found to be due, with interest thereon, at the rate of account and records five hundred (500) basis points over the Prime Rate (as defined below) per annum, or the maximum legal rate, whichever is less, computed from the date said unpaid payments would have been due had they been properly accounted for until the date they are actually paid. The "Prime Rate" shall mean the Prime Rate October 27, 1994 (the base rate on corporate loans posted by at its principal place of business in connection with each least seventy-five percent (75%) of the Included Programs and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During such record retention period, upon nation's thirty (30) largest banks), as published in The Wall Street Journal on the business days’ noticeday immediately following any day on which Licensee shall have failed to make a payment under this Agreement when due. If any such examination or tests reveal that Licensee has understated or underpaid the royalties and/or other payments owing to Licensor hereunder and/or under all other license agreements of which Licensee or any of its affiliates and Licensor are parties by two hundred thousand dollars ($200,000) or more over the period since the last such examination or test, Licensor shall have the right, at its sole and absolute discretion, to terminate this Agreement immediately, and Licensee shall have no right to cure any such underpayment prior to such termination. In addition, if any two (2) such examinations shall each reveal that Licensee has understated or underpaid the royalties and/or other payments owing to Licensor hereunder and/or under all other license agreements of which Licensee or any of its affiliates and Licensor are parties by ten percent (10%) or more than once per calendar yearover the respective periods since the last such examinations or tests, Licensor shall have the right during business hours at its sole and absolute discretion, to audit and check at Licensee’s principal place of business, Licensee’s books and records, including relevant electronic data and systems data, pertaining to the accuracy of the statements and other financial information delivered to Licensor by Licensee and the amount of the license fees paid or payable hereunder. The exercise by Licensor of any right to audit or the acceptance by Licensor of any statement or payment, whether or not the subject of an audit, shall not bar Licensor from thereafter asserting a claim for any balance dueterminate this Agreement immediately, and Licensee shall remain fully liable for any balance due under the terms of this Agreement, provided that Licensor may only audit any particular record once. If an examination establishes an error in Licensee’s computation of license fees due with respect have no right to the Included Programs, Licensee shall immediately pay the amount of any underpayment. If the underpayment is in excess of five percent (5%) of the license fees for the period covered by such audit, Licensee shall pay interest thereon from the date such payment was originally due at a rate equal to the lesser of one hundred ten percent (110%) of the Prime Rate and the maximum rate permitted by applicable law. If such error is in excess of ten percent (10%) of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due plus interest in accordance with the previous sentence, pay to Licensor (i) the reasonable, out-of-pocket costs and expenses incurred by Licensor in connection with cure any such audit, and (ii) reasonable outside attorneys fees actually incurred by Licensor in enforcing the collection thereof. In the event that the rate of interest set forth in this Section exceeds the maximum permitted legal interest rate, under payment prior to such rate shall be automatically reduced to the maximum permitted legal interest rate, and all other terms and conditions of this Agreement shall remain in full force and effecttermination.

Audit. During Provided there is no Event of Default nor any event which, with the Term and passage of time and/or the giving of notice would constitute an Event of Default, Tenant may, upon at least ten (10) days’ prior written notice, inspect or audit Landlord’s records relating to Operating Costs and/or Taxes for two years thereafterany periods of time within the previous fiscal year before the audit or inspection (it being understood that if Tenant shall cure any such default within applicable notice and/or cure periods provided in Section 20.1 below, Licensee then Tenant shall keep and maintain complete and accurate books of account and thereafter be entitled to perform such inspection or audit). Landlord shall provide Tenant with access to such records at a location within the Greater Boston area in accordance with this Section 5.2(g) within ten (10) days after receipt of notice from Tenant. However, no audit or inspection shall extend to periods of time before the Rent Commencement Date. If Tenant fails to object to the calculation of Xxxxxx’s Share of Operating Costs and/or Taxes on the Year-End Statement within ninety (90) days after such statement has been delivered to Tenant and/or fails to complete any such audit or inspection within sixty (60) days after Landlord’s records are made available to Tenant in accordance with this Section 5.2(g), then Tenant shall be deemed to have waived its principal place right to object to the calculation of business Tenant’s Share of Operating Costs and/or Taxes, as the case may be, for the year in connection with each question and the calculation thereof as set forth on such statement shall be final. Tenant’s audit or inspection shall be conducted only at Landlord’s offices or the offices of Landlord’s property manager at a location within the Included Programs and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During such record retention period, upon thirty (30) business days’ notice, and no more than once per calendar year, Licensor shall have the right Greater Boston area during business hours to audit and check at Licensee’s principal place reasonably designated by Landlord. Tenant shall pay the cost of business, Licensee’s books and records, including relevant electronic data and systems data, pertaining to the accuracy of the statements and other financial information delivered to Licensor by Licensee and the amount of the license fees paid or payable hereunder. The exercise by Licensor of any right to such audit or the acceptance inspection, provided, however, that if such audit discloses that Tenant has been overcharged by Licensor of any statement or payment, whether or not the subject of an audit, shall not bar Licensor from thereafter asserting a claim for any balance due, and Licensee shall remain fully liable for any balance due under the terms of this Agreement, provided that Licensor may only audit any particular record once. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of any underpayment. If the underpayment is in excess of more than five percent (5%) ), Landlord shall reimburse Tenant for Tenant’s reasonable out-of the license fees for the period covered by pocket costs incurred in connection with such audit, Licensee shall pay interest thereon from the date such payment was originally due at a rate equal to the lesser of one hundred ten percent (110%) of the Prime Rate and the maximum rate permitted by applicable law. Tenant may not conduct an inspection or have an audit performed more than once during any fiscal year. If such inspection or audit reveals that an error was made in the calculation of Tenant’s Share of Operating Costs or Taxes previously charged to Tenant, then, provided there is no Event of Default nor an event which, with the passage of time and/or the giving of notice would constitute an Event of Default, Tenant may credit the difference against the next installment of additional rent on account of Operating Costs or Taxes, as the case may be, due hereunder (it being understood that if Tenant shall cure any such default within applicable notice and/or cure periods provided in excess Section 20.1 below, then Tenant shall thereafter be entitled to take such credit), except that if such difference is determined after the end of ten percent the Term, Landlord shall refund such difference to Tenant within thirty (10%30) days after such determination to the extent that such difference exceeds any amounts then due from Tenant to Landlord. If such inspection or audit reveals an underpayment by Xxxxxx, then Tenant shall pay to Landlord, as additional rent hereunder, any underpayment of any such costs, after deducting the reasonable out of pocket costs of such license fees due for the period covered by such inspection or audit, Licensee shall, in addition to making immediate payment within thirty (30) days after such underpayment is determined. Tenant shall maintain the results of the additional license fees due plus interest in accordance with the previous sentence, pay to Licensor (i) the reasonable, out-of-pocket costs and expenses incurred by Licensor in connection with any such auditaudit or inspection confidential and shall not be permitted to use any third party to perform such audit or inspection, other than an independent firm of certified public accountants (A) reasonably acceptable to Landlord, (B) which is not compensated on a contingency fee basis or in any other manner which is dependent upon the results of such audit or inspection, and (iiC) reasonable outside attorneys fees actually incurred by Licensor in enforcing which executes Landlord’s standard confidentiality agreement whereby it shall agree to maintain the collection thereofresults of such audit or inspection confidential. In the event that the rate The provisions of interest set forth in this Section exceeds 5.2(g) shall survive the maximum permitted legal interest rate, such rate shall be automatically reduced to the maximum permitted legal interest rate, and all other terms and conditions expiration or earlier termination of this Agreement shall remain in full force and effectLease.

Audit. During The University may, upon five (5) business days advance written notice specifying any time of day during Licensee's business hours (or if Licensee has no set business hours then during the Term and for two years thereafterhours of 8AM to 4PM), Licensee shall keep and maintain complete and accurate either itself or using a third party agent, audit Licensee's books of account and records at its principal Licensee's place of business for the purpose of verifying Licensee's reports and compliance by Licensee in connection all other respects with each this Agreement. In no event shall such audits be conducted hereunder more frequently than once every twelve (12) months and in no case shall University be permitted to repeat an audit of books for a period previously audited unless Licensee has undergone a restatement of its records for that period. Notwithstanding the Included Programs and pertaining foregoing, Licensee will grant University, or its auditor, access to all of Licensee’s compliance with records for all prior periods to the terms hereofextent necessary to perform a proper audit. If any audit identifies an underpayment by Licensee, includingLicensee will promptly pay the underpayment to University including interest as provided for in Section 4.03. If any audit identifies an overpayment by Licensee, without limitation, copies Licensee may deduct such overpayment from the next scheduled payments due University until such overpayment has been recovered by Licensee. If any audit leads to the discovery of the statements referred to an underpayment in Article 16 respect of this Schedule. During such record retention period, upon thirty (30) business days’ notice, and no any Calendar Quarter of more than once per calendar year, Licensor shall have the right during business hours to audit and check at Licensee’s principal place of business, Licensee’s books and records, including relevant electronic data and systems data, pertaining to the accuracy of the statements and other financial information delivered to Licensor by Licensee and the amount of the license fees paid or payable hereunder. The exercise by Licensor of any right to audit or the acceptance by Licensor of any statement or payment, whether or not the subject of an audit, shall not bar Licensor from thereafter asserting a claim for any balance due, and Licensee shall remain fully liable for any balance due under the terms of this Agreement, provided that Licensor may only audit any particular record once. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of any underpayment. If the underpayment is in excess of five percent (5%) between amounts due in respect of such quarter and amounts reported to be due by Licensee in its quarterly report for such quarter or otherwise reveals a previously undisclosed material breach of this Agreement, Licensee will, within thirty (30) days after written notice from the University, reimburse the University for all of its costs related to the audit. Otherwise, any audit will be at the University’s expense. Licensee will, in any event and without regard to the size of the license fees for discrepancy, immediately pay to the period covered by such auditUniversity the amount of any previous underpayment, Licensee shall pay including interest thereon from the date time such payment amount was originally due at a rate equal to the lesser of one hundred ten percent (110%) of the Prime Rate and the maximum rate permitted by applicable law. If such error is until paid in excess of ten percent (10%) of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due plus interest full in accordance with Section 4.03. Any audit conducted pursuant to this Section 5.05 will be conducted, at University’s option, by the previous sentenceUniversity itself or by an auditor selected by University and reasonably acceptable to the Licensee. For the avoidance of any doubt, pay University’s right to Licensor (i) audit books under this Section 5.05 applies to all Affiliates that sell Licensed Products or practice Licensed Processes and to all Permitted Sublicensees to the reasonablesame extent that it applies to Licensee. Failure by Licensee, out-of-pocket costs and expenses incurred by Licensor in connection with any such audit, and (ii) reasonable outside attorneys fees actually incurred by Licensor in enforcing the collection thereof. In the event that the rate of interest an Affiliate or a Permitted Sublicensee to permit University to conduct an audit as set forth in this Section exceeds 5.05 will immediately give University the maximum permitted legal interest rate, right to suspend the non-compliant party’s rights under the Patent Rights and/or Copyright [DELETE IF NO COPYRIGHT] until such rate shall be automatically reduced time as said party becomes compliant with this Section 5.05. University’s right to audit Licensee’s books in accordance with this Section 5.05 will extend for three (3) years after the maximum permitted legal interest rate, and all other terms and conditions expiration or termination of this Agreement shall remain in full force for any reason. With respect to any University’s rights under a continuing Sublicense under Section 2.03(A) and effect2.03(E), University’s right to audit the Sublicensee’s books will extend for three (3) years after the expiration or termination of said Sublicense for any reason.

Audit. During Tenant shall have the Term right to examine, audit and for two years thereafter, Licensee shall keep and maintain complete and accurate photocopy Landlord’s books of account and records at relating to Tenant’s Proportionate Share of Operating Expenses and Taxes for any Operating Year for a period of six (6) months following the date that Tenant receives the Operating Statement and Tax Statement; provided, however, that (a) Tenant may exercise such right only one time with respect to any Operating Year; and (b) Tenant signs a confidentiality agreement in form satisfactory to Landlord in its principal place of business in sole discretion. In connection with each of the Included Programs and pertaining to LicenseeTenant’s compliance examination in accordance with the terms hereofpreceding sentence, including, without limitation, copies of Tenant shall have the right to review the invoices and statements referred relating to in Article 16 of this Schedulethe Operating Expenses and Taxes for the Operating Base Year and Tax Base Year. During such record retention period, upon Tenant shall give Landlord not less than thirty (30) business days’ notice, prior written notice of its intention to examine and no more than once per calendar year, Licensor shall have the right during business hours to audit and check at Licensee’s principal place of business, Licensee’s such books and records, including relevant electronic data and systems data, pertaining to such examination and audit shall take place in the accuracy city where the Premises are located. All costs of the statements examination and other financial information delivered to Licensor audit shall be performed by Licensee a certified public accountant and shall be on a non-contingent fee basis and shall be borne by Tenant; provided, however, that if such examination and audit establishes that Tenant’s Proportionate Share of Operating Expenses and Taxes for the year in question are less than the amount of set forth on the license fees paid or payable hereunder. The exercise Operating Statement and Tax Statement by Licensor of any right to audit or the acceptance by Licensor of any statement or payment, whether or not the subject of an audit, shall not bar Licensor from thereafter asserting a claim for any balance due, and Licensee shall remain fully liable for any balance due under the terms of this Agreement, provided that Licensor may only audit any particular record once. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of any underpayment. If the underpayment is in excess of at least five percent (5%), then Landlord shall pay the reasonable costs of such examination and audit. If the payments made by Tenant for such year are more than Tenant’s required payment on account thereof for such Operating Year, Landlord shall promptly refund such overpayment. If the payments made by Tenant for such year are less than Tenant’s required payment on account thereof for such Operating Year, Tenant shall pay the deficiency to Landlord within thirty (30) days after conclusion of the license fees for the period covered by such audit, Licensee shall pay interest thereon from the date such payment was originally due at a rate equal to the lesser of one hundred ten percent (110%) of the Prime Rate examination and the maximum rate permitted by applicable law. If such error is in excess of ten percent (10%) of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due plus interest in accordance with the previous sentence, pay to Licensor (i) the reasonable, audit as well as Landlord’s actual out-of-pocket costs and expenses incurred by Licensor in connection with such examination and audit. The obligation to make such refund or payment for any such audit, period within the Lease Term shall survive expiration of the Lease Term. If Tenant does not elect to exercise its right to examine and (ii) reasonable outside attorneys fees actually incurred audit Landlord’s books and records for any Operating Year within the time period provided for by Licensor in enforcing the collection thereof. In the event that the rate of interest set forth in this Section exceeds the maximum permitted legal interest rate6, such rate Tenant shall be automatically reduced have no further right to the maximum permitted legal interest rate, challenge Landlord’s Operating Statement and all other terms and conditions of this Agreement shall remain in full force and effectTax Statement.

Audit. During (a) Each of the Term and for two years thereafter, Licensee shall parties agrees that it will keep and maintain complete current and accurate books of account and records at its principal place of business in connection with each of the Included Programs and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During such record retention period, upon thirty (30) business days’ notice, and no more than once per calendar year, Licensor shall have the right during business hours to audit and check at Licensee’s principal place of business, Licensee’s books accounts and records, including relevant electronic data and systems datain accordance with its standard operating procedures, pertaining to the accuracy of the statements and other financial information delivered to Licensor by Licensee and the amount of the license fees paid or payable hereunder. The exercise by Licensor of any right to audit or the acceptance by Licensor of any statement or payment, whether or not the subject of an audit, shall not bar Licensor from thereafter asserting a claim for any balance due, and Licensee shall remain fully liable for any balance due under the terms of this Agreement, provided that Licensor may only audit any particular record once. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programstransactions effected pursuant to this Master Agreement. During the Term, Licensee each party shall immediately pay permit the amount other party’s designated auditors and Governmental Authorities to review its books and records with respect to such transactions, upon prior written notice, during normal business hours. (b) EVERTEC, COMPANY, and BPPR acknowledge and agree that the performance of the Services may be subject to regulation by Governmental Authorities. EVERTEC agrees to use Best Efforts to cooperate with any audit or examination of the Services or COMPANY, BPPR, or their respective Subsidiaries, whether by a Governmental Authority or internal or external auditors of COMPANY, BPPR, or their respective Subsidiaries (“Audit”). Except for Audits required to be conducted by a Governmental Authority or by Legal Requirement, and for Audits conducted to verify remediation of a material breach of any underpaymentprovision of this Master Agreement uncovered in a previous Audit (a “For Cause Audit”), no more than one Audit shall be conducted in any twelve-month period. If the underpayment is in excess of five percent (5%) Furthermore, EVERTEC agrees to provide any information or material lawfully and reasonably requested during an Audit, and permit such auditing parties to inspect or audit EVERTEC with respect to its provision of the license fees for the period covered by such auditServices; provided, Licensee shall pay interest thereon from the date such payment was originally due at a rate equal to the lesser of one hundred ten percent (110%) of the Prime Rate and the maximum rate permitted by applicable law. If such error is in excess of ten percent (10%) of such license fees due for the period covered by such audithowever, Licensee shall, in addition to making immediate payment of the additional license fees due plus interest in accordance with the previous sentence, pay to Licensor that (i) the reasonable, out-of-pocket each of COMPANY and BPPR agrees to reimburse EVERTEC for all reasonable costs and expenses incurred by Licensor in connection with any such auditEVERTEC to fulfill Audit requests from COMPANY, and BPPR or its Subsidiaries under this Section 8.4b) (other than For Cause Audits); (ii) reasonable outside attorneys fees actually incurred prior to reviewing any such information or material provided by Licensor in enforcing the collection thereof. In the event that the rate of interest set forth EVERTEC, any Third Party (other than a Governmental Authority) shall execute a customary confidentiality agreement with EVERTEC; and (iii) nothing in this Section exceeds 8.4 shall require EVERTEC to provide information that would be expected to result in the maximum permitted waiver of any attorney-client or other legal interest rateprivilege or disclosure of the confidential information of EVERTEC’s other customers that is not related to COMPANY or BPPR or their Subsidiaries. COMPANY or BPPR requests for detail to support invoices or copies of any policies, procedures, summaries, audit reports or other information or access that EVERTEC is required to provide under this Master Agreement (including under Section 9.3) will not be considered “Audits” for purposes of the frequency limitation and cost reimbursement provisions above. (c) In connection with each Audit, EVERTEC will provide COMPANY, BPPR, and their respective Subsidiaries and auditors, upon COMPANY’s or BPPR’s written request, at a time, frequency and place reasonably agreed to between the parties, with access to Personnel and information relating to the Services to permit COMPANY, BPPR, and their respective Subsidiaries and auditors to (w) review EVERTEC’s performance of Services; (x) validate EVERTEC’s compliance with this Master Agreement; (y) comply with applicable Legal Requirements; and (z) conduct third party management and oversight discussions with management and personnel of EVERTEC concerning the status and conduct of Services and work being performed under this Master Agreement. EVERTEC’s obligation in this regard will include providing to COMPANY and BPPR the following reports (each, an “Audit Report”) on an annual basis: (i) Service Center Review reports (as further described in Section 8.7); (ii) Business Continuity Plan and business resumption test results (as further described in Section 2.13); (iii) Data Protection Program documentation (as further described in Section 5.3(f); (iv) Penetration Tests (as further described in Section 6.2(c)); (v) vulnerability and patch management implementation reports; and (vi) responses to vendor questionnaires and other standardized information gathering requests. (d) To the extent directed by a Governmental Authority or required by a Legal Requirement, EVERTEC and its Affiliates will provide COMPANY and BPPR or their respective Subsidiaries or auditors with access to their facilities and Systems and related Personnel to address the request from the Governmental Authority or comply with the Legal Requirement. (e) To the extent an Audit reveals areas of material concern to COMPANY or BPPR, the parties will agree on a plan to address the deficiency in an adequate and timely manner, it being agreed that the costs of implementing any aspect of such rate plan shall be automatically reduced borne by EVERTEC to the maximum permitted legal interest rate, extent that the deficiency is attributable to actions or omissions on the part of EVERTEC or any Subcontractor. EVERTEC will promptly execute any such plan and all other terms track and conditions report on its activities and results obtained under the plan until the parties agree the area of this Agreement shall remain in full force and effectconcern has been remediated.

Audit. During the Term and for two years thereafter, Licensee shall keep and maintain complete and accurate books of account and records at its principal place of business in connection with each of the Included Programs and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article Section 16 of this Schedule. During such record retention period, upon thirty Upon ten (3010) business daysBusiness Days’ notice, and no more than once per calendar year, Licensor shall have the right during the Term and for a period of two (2) years thereafter, during business hours to audit and check at Licensee’s principal place of business, Licensee’s books and records, including records directly relevant electronic data and systems data, pertaining to the accuracy of the statements and other financial information delivered to Licensor by Licensee and the amount of the license fees paid or payable hereunder. The exercise by Licensor of any right to audit or the acceptance by Licensor of any statement or payment, whether or not the subject of an audit, shall not bar Licensor from thereafter asserting a claim for any balance due, and Licensee shall remain fully liable for any balance due under the terms of this Agreement, provided that Licensor may only audit any particular record once. If an examination establishes an actual error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of any underpayment. If the underpayment is in excess of five percent (5%) of the license fees for the period covered by such audit, Licensee shall pay plus interest thereon from the date such payment was originally due at a rate equal to the lesser of one hundred ten percent (110%) of the Prime Rate and the maximum rate permitted by applicable law. If such actual error is in excess of ten five percent (105%) of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due plus interest in accordance with the previous sentence, pay to Licensor (i) the reasonable, out-of-pocket costs and expenses incurred by Licensor in connection with any such audit, and (ii) reasonable outside attorneys fees actually incurred by Licensor in enforcing the collection thereof. In the event that the rate of interest set forth in this Section exceeds the maximum permitted legal interest rate, such rate shall be automatically reduced to the maximum permitted legal interest rate, and all other terms and conditions of this Agreement shall remain in full force and effect.

Audit. During the Term and for two years thereafter, Licensee Comcast shall keep and maintain complete and accurate books of account and records at its principal place of business in connection with each of the Included Programs Program assets and pertaining to LicenseeComcast’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this ScheduleSection 21. During such record retention period, upon thirty Upon ten (3010) business days’ written notice, and no more than once per calendar yearyear during the Term and once during the two (2) year period following the end of the Term, Licensor Studio shall have the right during business hours to audit and check at LicenseeComcast’s principal place of business, LicenseeComcast’s books and records, including relevant electronic data and systems data, records pertaining to the accuracy of the statements and other financial information delivered to Licensor by Licensee and the amount of the license fees paid or payable hereunderhereunder in the then current calendar year and immediately preceding calendar year. The and Comcast’s compliance with this Agreement. Any audit hereunder will be conducted only by a nationally recognized audit or accounting firm (provided that such firm shall agree to confidentiality provisions substantially similar to those set forth in Section 28). No portion of the compensation for any such audit or accounting firm shall be contingent upon the results of such audit. Subject to the terms of this Section 21 and other than payments made in satisfaction of an audit, the exercise by Licensor Studio of any right to audit or the acceptance by Licensor Studio of any statement or payment, whether or not the subject of an audit, shall not bar Licensor Studio from thereafter asserting a claim for any balance due, and Licensee Comcast shall remain fully liable for any balance due under the terms of this Agreement, provided . Studio shall provide the results of such audit to Comcast within three (3) months of conducting the audit and any such information shall be deemed confidential information of Comcast in accordance with Section 28. Studio must make any claim against Comcast within the earlier of three (3) months after Studio or Studio's representative leaves Comcast's offices or twenty-four (24) months after the close of the earliest month that Licensor may only audit any particular record onceis the subject of such claim. If an examination establishes an error in Licensee’s computation of license fees due with respect a claim is not made within any limitation set forth herein, then the Fee payments and all reports required hereunder shall be deemed final and incontestable, and Studio will be deemed to have forever and conclusively waived its right, whether known or unknown, to collect any shortfalls from Comcast for the Included Programs, Licensee shall immediately pay the amount of any underpaymentperiod(s) audited. If the underpayment is in excess of five percent (5%) of the license fees for the period covered by such audit, Licensee shall pay interest thereon from the date such payment was originally due at a rate equal to the lesser of one hundred ten percent (110%) of the Prime Rate and the maximum rate permitted by applicable law. If such error is confirmed discrepancy in excess of ten percent (10%) of such the license fees due for the period covered by such audit is revealed by any such audit, Licensee Comcast shall, in addition to making immediate prompt payment of the additional license fees due plus interest in accordance with the previous sentenceamount of such discrepancy, pay to Licensor Studio (i) the reasonable, documented out-of-pocket costs and expenses incurred by Licensor in connection with any Studio for such audit, and (ii) reasonable outside attorneys attorney’s fees actually incurred by Licensor Studio in enforcing the collection thereof. In Any overpayment identified by such audit shall, at Comcast’s election, either (a) be taken as a credit by Comcast against future license fees payable hereunder; or (b) be paid by Studio to Comcast within thirty (30) days after Studio’s receipt of the event audit report. Non-Disparagement. Studio shall not in any way include programming, information (e.g., a “crawl”, pop-up or “placard”) in the Included Programs that is intended to disparage any member(s) of the rate Comcast Group, any System, or the Licensed Service(s) or otherwise negatively portray any member(s) of interest the Comcast Group, any Systems or the Licensed Service(s); provided, however, that this provision shall not prohibit Studio from engaging in advertising or promotion for the Included Programs or responding to viewer inquiries, provided that any such communications, advertisements and promotions are in accordance with the provisions set forth in this Section exceeds the maximum permitted legal interest rate, such rate shall be automatically reduced to the maximum permitted legal interest rate, and all other terms and conditions of this Agreement shall remain in full force and effectAgreement.

Audit. During Tenant shall have the Term and right, not more frequently than once every two (2) calendar years, to audit (the “CAM Audit”) all of Landlord’s or Landlord’s agent’s records pertaining to Common Area Charges for the prior two years thereafter(2) Lease Years. Tenant shall not be permitted to utilize a so-called “contingent fee” CAM auditor. Accordingly, Licensee any representative of Tenant conducting, assisting, or having any involvement with the CAM Audit shall keep and maintain complete and accurate books of account and records at its principal place of business not be permitted to have a financial stake in connection with each the outcome of the Included Programs CAM audit and pertaining Landlord shall be entitled to Licensee’s compliance with the terms hereof, including, without limitation, copies receive credible evidence of the statements referred same and Landlord may refuse to allow such CAM audit in Article 16 the absence of this Schedulesuch evidence. During Additionally, any representative of Tenant conducting a CAM audit shall first sign a confidentiality agreement that provides that it will not disclose the audit, its conclusions or any information obtained in the course of conducting the audit to anyone other than Tenant and Landlord. Landlord shall retain its records regarding Common Area Charges for a period of at least two (2) years following the final billing for each calendar year during the Term. At any time during such record retention two (2) year period, upon thirty (30) business days’ noticeadvance written notice to Landlord, and no more Tenant may conduct a CAM Audit. The CAM Audit shall commence on a date of which Tenant has notified Landlord not less than once per calendar yearthirty (30) days in advance. Tenant shall in all cases share with Landlord the conclusions of the CAM Audit and/or any CAM Audit report. If the CAM Audit discloses an overbilling, Licensor shall have Landlord may, by written notice to Tenant within forty-five (45) days of Landlord’s receipt of a copy of the right during business hours to audit and check at Licensee’s principal place of businessCAM Audit, Licensee’s books and records, including relevant electronic data and systems data, pertaining object to the accuracy conclusions or process of the statements CAM Audit, stating its conclusions as to whether or not there was any overbilling (and other financial information delivered if so, the amount thereof). If Tenant disputes Landlord’s conclusions, Tenant shall notify Landlord and the parties shall use good faith efforts to Licensor by Licensee and resolve the dispute. If Landlord agrees with the CAM Audit, Landlord shall pay to Tenant the amount of the license fees paid or payable hereunder. The exercise by Licensor overbilling within forty-five (45) days of any right to audit or Landlord’s receipt of a copy of the acceptance by Licensor of any statement or payment, whether or not the subject of an audit, shall not bar Licensor from thereafter asserting a claim for any balance due, and Licensee shall remain fully liable for any balance due under the terms of this Agreement, provided that Licensor may only audit any particular record onceCAM Audit. If the CAM Audit discloses an examination establishes an error in Licensee’s computation of license fees due with respect underbilling, Tenant shall pay to the Included Programs, Licensee shall immediately pay Landlord the amount of any underpayment. If the underpayment is in excess underbilling within forty-five (45) days of five percent (5%) Tenant’s receipt of a copy of the license fees for the period covered by such audit, Licensee shall pay interest thereon from the date such payment was originally due at a rate equal to the lesser of one hundred ten percent (110%) of the Prime Rate and the maximum rate permitted by applicable law. If such error is in excess of ten percent (10%) of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due plus interest in accordance with the previous sentence, pay to Licensor (i) the reasonable, out-of-pocket costs and expenses incurred by Licensor in connection with any such audit, and (ii) reasonable outside attorneys fees actually incurred by Licensor in enforcing the collection thereof. In the event that the rate of interest set forth in this Section exceeds the maximum permitted legal interest rate, such rate shall be automatically reduced to the maximum permitted legal interest rate, and all other terms and conditions of this Agreement shall remain in full force and effectCAM Audit or its conclusions.

Audit. During the Term and for two years thereafter, Licensee shall keep and maintain complete and accurate books of account and records at its principal place of business in connection with each of the Included Programs and pertaining to LicenseeLicensee ’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During such record retention periodthe Term and for up to twenty-four (24) months thereafter, upon thirty (30) business days’ notice, and but no more than once per calendar yearduring any twelve (12) month period, Licensor shall have the right during Licensee’s business hours to have an Accountant to audit and check at Licensee’s principal place of businessbusiness upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant ’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records, including relevant electronic data and systems data, records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunder. The exercise by Under no circumstances shall Licensor of any or the Accountant have the right to audit examine records relating to Licensee’s business generally or the acceptance by Licensor with respect to any other content for purposes of any statement comparison or payment, whether or not the subject of an audit, otherwise. The Accountant shall not bar be engaged on a contingency fee basis. Licensor from thereafter asserting a claim for any balance dueacknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee shall remain fully liable for a confidentiality agreement in a form acceptable to Licensee prior to engaging in any balance due under the terms examination of this Agreement, provided that Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit any particular record onceLicensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of any underpayment. If the underpayment is in excess of five percent (5%) of the license fees for the period covered by such audit, Licensee shall pay interest thereon from the date such payment was originally due at a rate equal to the lesser of one hundred ten percent (110%) of the Prime Rate and the maximum rate permitted by applicable law. If such error is in excess of ten percent (10%) % of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due plus interest in accordance with due, reimburse Licensor for the previous sentence, pay to Licensor (i) the reasonable, reasonable third party out-of-pocket costs and expenses incurred by Licensor in connection with for any such audit, and (ii) reasonable outside attorneys fees actually incurred audit conducted by Licensor in enforcing the collection thereof. In the event that the rate of interest set forth in this Section exceeds the maximum permitted legal interest rate, such rate shall be automatically reduced to the maximum permitted legal interest rate, and all other terms and conditions of this Agreement shall remain in full force and effectAccountant.

Audit. During (a) Muzak or its representatives may, upon giving Licensee 30 days' (or 10 days' in the Term case of an audit following a request for Muzak's consent to a transfer under Article XII hereof) written notice, enter the premises of Licensee (and of any person doing business [an "affiliated person"] controlling, controlled by or under common control with Licensee) during normal business hours for two years thereafter, Licensee shall keep inspection and maintain complete and accurate books audit of account the business and records at its principal place of business in connection with each of the Included Programs and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During such record retention period, upon thirty (30) business days’ notice, and no more than once per calendar year, Licensor shall have the right during business hours to audit and check at Licensee’s principal place of business, Licensee’s books and records, including relevant electronic data and systems data, pertaining to the accuracy of the statements and other financial information delivered to Licensor by Licensee and the amount of the license fees paid or payable hereunder. The exercise by Licensor of any right to audit or the acceptance by Licensor of any statement or payment, whether or not the subject of an audit, shall not bar Licensor from thereafter asserting a claim for any balance due, and Licensee shall remain fully liable for any balance due under the terms of this Agreementsuch affiliated person, provided that Licensor may only such inspection and audit any particular record once. If an examination establishes an error in shall be no more extensive than is required to verify that none of Licensee’s computation of license fees due with respect 's or such affiliated person's revenues should have been reported as Gross Xxxxxxxx or as charges for Recorded Media and Adjunct Services and that Licensee's payments to the Included Programs, Licensee shall immediately pay the amount of any underpayment. If the underpayment is in excess of five percent (5%) of the license fees for the period covered by such audit, Licensee shall pay interest thereon from the date such payment was originally due at a rate equal to the lesser of one hundred ten percent (110%) of the Prime Rate and the maximum rate permitted by applicable law. If such error is in excess of ten percent (10%) of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due plus interest Muzak have been properly computed in accordance with the previous sentenceprovisions of Article VI of this Agreement. Licensee shall cooperate with any such inspection and audit. Muzak shall not assess Licensee for amounts found, as a result of such audit, to be owing hereunder if such amounts derive from a reporting period that ended more than two years prior to the date such audit commenced, provided that Licensee has not knowingly maintained false books or records, or knowingly submitted false reports to Muzak. (b) During any audit hereunder, Muzak or its representatives (at Muzak's cost and expense) may make mechanical copies of only those books and records of Licensee that are necessary for the verification of Licensee's statements and accountings to Muzak and were physically examined as part of the audit. Muzak shall take reasonable precautions to safeguard the confidentiality of such copies and shall destroy any such copies upon the mutually-confirmed completion of the audit and payment in full of any royalties and other charges determined to be owing to Muzak as a result of the audit. Nothing contained herein shall be construed as in any way limiting Muzak's right manually to copy or make abstracts of Licensee's or any affiliated person's books and records or to make any notes or the like whatsoever; provided, however, that such manual copies or abstracts (and any copies thereof) shall be destroyed upon the mutually- confirmed completion of the audit. (c) In the event that any audit conducted by or on behalf of Muzak results in a determination that there has been either an underpayment or overpayment of the amounts due Muzak hereunder, then within 30 days after such determination, Licensee or Muzak, as the case may be, shall pay to Licensor (i) the reasonableother the amount of such underpayment or overpayment; provided, out-of-pocket costs and expenses incurred by Licensor however, that in connection with the event that Licensee disputes the results of any such audit, and (ii) reasonable outside attorneys fees actually incurred the parties shall attempt to resolve the matter by Licensor in enforcing conducting a new audit under the collection thereofjoint supervision of their respective independent certified public accountants. In the event that such new audit resolves the rate dispute, the cost of interest set forth in this Section exceeds the maximum permitted legal interest rate, such rate each party's independent certified public accountants shall be automatically reduced borne by the respective party. In the event that such new audit fails to resolve the maximum permitted legal interest ratedispute, the matter shall be resolved by arbitration under the rules of the American Arbitration Association, and the losing party shall pay both parties' entire costs of the second audit. (d) If it is determined as a result of an audit that there has been an underpayment of seventeen percent (17%) or more of the amounts due Muzak for any given calendar year, Licensee shall pay to Muzak, within thirty (30) days after such determination and in addition to all other terms amounts due under this Agreement, a penalty equal to fifteen percent (15%) of the underpayment for that year. The foregoing remedies shall be in addition to any other remedies Muzak may have for such underpayment. (e) Muzak and conditions Licensee shall confirm, at the conclusion of this Agreement the audit and following payment of any monies found owing as a result of the audit, that such audit has been completed and that the periods audited shall remain in full force not be audited again absent a showing that Licensee knowingly maintained false books and effectrecords for such period.

Audit. During the Term and for two years thereafter, Licensee shall keep and maintain complete and accurate books of account and records at To validate Bayer’s compliance with its principal place of business obligations under or in connection with each this Agreement, Recursion may, during the course of this Agreement and for [***] after expiration or termination of this Agreement, appoint auditors, at Recursion’s expense (except as otherwise contemplated below), to carry out an audit of Bayer’s records from time to time on behalf of Recursion. The auditors selected by Recursion shall be subject to acceptance by Bayer, such acceptance not to be unreasonably withheld. Audits may be undertaken subject to the following conditions: I. Any such audits shall be undertaken by an independent certified public accountant; II. Any such audits shall be conducted during regular business hours at Bayer’s premises upon [***] days’ prior written notice by Recursion and shall not interfere unreasonably with Bayer’s business activities; III. The auditor may inspect records for up to two years after the end of the Included Programs and pertaining period to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedulewhich they pertain; IV. During such record retention period, upon thirty (30) business days’ notice, and no Audits may not take place more than once per calendar year, Licensor shall have the right during business hours to audit Calendar Year and check at Licensee’s principal place of business, Licensee’s books and records, including relevant electronic data and systems data, pertaining no period may be audited more than once; V. Prior to the accuracy audit taking place, auditor shall undertake to Bayer that they shall keep all information confidential and shall not disclose any information (except as set forth in VI) to any Third Party including Recursion; VI. Details of the statements auditor’s findings (including, for the avoidance of doubt, monetary values and other financial information delivered supporting calculations) shall not be shared with Recursion except in the form of a summary report and, in the event the auditor finds any incorrect payments, details required to Licensor by Licensee explain such discrepancies. In any event, the results shall be communicated to Bayer before being shared with Recursion. Bayer shall be given a period of [***] Business Days to review and respond to the amount of auditor’s findings before the license fees paid or payable hereundersummary report may be provided to Recursion, such reports to include Bayer’s response to the findings; VII. The exercise by Licensor of any right to audit or the acceptance by Licensor of any statement or payment, whether or not the subject of an audit, auditor shall not bar Licensor from thereafter asserting a claim for be permitted to include any balance due, and Licensee shall remain fully liable for any balance due under extrapolation calculations in the terms calculation of this Agreement, provided that Licensor may only audit any particular record onceamounts underpaid to Recursion; VIII. If an examination establishes an error in Licensee’s computation of license fees due with respect to audit reveals that Bayer has underpaid royalties due, Recursion may invoice Bayer for the Included Programsunderpaid amount; if the audit reveals that Bayer has overpaid royalties due, Licensee Recursion shall immediately pay credit Bayer for the amount of any underpaymentoverpaid amount; IX. If the an audit reveals an underpayment is in excess of five [***] percent (5[***]%) of the license fees for the period covered subject to review by such auditRecursion, Licensee then Bayer shall pay interest thereon from the date such payment was originally due at a rate equal to reasonable costs of Recursion in conducting the lesser of one hundred ten percent audit (110%) including the reasonable costs of the Prime Rate and the maximum rate permitted by applicable law. If such error is in excess auditors) within [***] days of ten percent (10%) of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due plus interest in accordance with the previous sentence, pay to Licensor (i) the reasonable, out-of-pocket costs and expenses incurred by Licensor in connection with any such audit, and (ii) reasonable outside attorneys fees actually incurred by Licensor in enforcing the collection thereof. In the event Recursion notifying Bayer that the rate of interest set forth in this Section exceeds the maximum permitted legal interest rate, such rate shall be automatically reduced to the maximum permitted legal interest rate, and all other terms and conditions of this Agreement shall remain in full force and effectaudit has been completed.

Audit. During Provided no Event of Default then exists and subject to the Term following provisions, Tenant shall have the right to inspect, at reasonable times and for two years thereafterin a reasonable manner, Licensee shall keep and maintain complete and accurate provided Landlord receives Tenant’s written request therefor within the thirty (30) day period following the delivery of the Total Operating Costs Statement (the “Audit Notice”), such of Landlord’s books of account and records at as pertain to and contain information concerning such Operating Costs in order to verify the amounts thereof. Tenant agrees that any information obtained during an inspection by Tenant of Landlord’s books of account and records shall be kept in confidence by Tenant and its principal place of business in connection with each of the Included Programs agents and pertaining employees and shall not be disclosed to Licenseeany other parties, except to Tenant’s compliance with the terms hereofattorneys, including, without limitation, copies of the statements referred to in Article 16 of this Scheduleaccountants and other consultants. During such record retention period, upon If Tenant shall not deliver an Audit Notice within thirty (30) business days’ noticedays after the Total Operating Costs Statement for such year was delivered to Tenant, and no more than once per calendar year, Licensor Tenant shall be deemed to have approved such Statement. Tenant’s inspection shall be conducted within thirty (30) days after Landlord’s receipt of the right during business hours to audit and check at Licensee’s principal place of business, Licensee’s Audit Notice where Landlord maintains its books and records, including relevant electronic data and systems data, pertaining it shall take place only during Landlord’s normal business hours. Landlord agrees to the accuracy provide such access to its books and records reasonably promptly following Landlord’s receipt of an Audit Notice. Tenant may conduct only one such inspection for each fiscal year of the statements and other financial information delivered to Licensor by Licensee and Property during the amount of the license fees paid or payable hereunderTerm. The exercise by Licensor of No subtenant shall have any right to conduct a review, and no assignee shall conduct a review for any period during which such assignee was not in possession of the Premises. Within thirty (30) days after such inspection Tenant shall provide written notice to Landlord of the results of such inspection. If as a result of such inspection it is mutually agreed, or if it is ultimately determined, that an error was made in Tenant’s Pro Rata Share of Total Operating Costs paid by Tenant, then Tenant shall pay Landlord any underpayment within thirty (30) days of such determination, or Landlord shall credit Tenant with any overpayment, of Tenant’s Pro Rata Share of such Total Operating Costs, within thirty (30) days after notification thereof. For the purpose of conducting such inspection, Tenant shall retain an independent firm of certified public accountants or a qualified real estate professional having at least 10 years of relevant audit or the acceptance by Licensor of any statement or paymentexperience, whether or not the subject of an auditwhich is mutually acceptable to Tenant and Landlord, and which shall not bar Licensor from thereafter asserting be compensated on a claim for contingency fee basis or in any balance dueother manner which is dependent upon the results of such inspection. The cost of such audit shall be paid by Tenant unless the final result of such audit shall indicate an overstatement of more than 10%, and Licensee shall remain fully liable for any balance due under in which case the terms cost of this Agreement, provided that Licensor may only audit any particular record once. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of any underpayment. If the underpayment is in excess of five percent (5%) of the license fees for the period covered by such audit, Licensee shall pay interest thereon from the date such payment was originally due at up to a rate equal to the lesser maximum amount of one hundred ten percent (110%) of the Prime Rate and the maximum rate permitted by applicable law. If such error is in excess of ten percent (10%) of such license fees due for the period covered by such audit$1,000, Licensee shall, in addition to making immediate payment of the additional license fees due plus interest in accordance with the previous sentence, pay to Licensor (i) the reasonable, out-of-pocket costs and expenses incurred by Licensor in connection with any such audit, and (ii) reasonable outside attorneys fees actually incurred by Licensor in enforcing the collection thereof. In the event that the rate of interest set forth in this Section exceeds the maximum permitted legal interest rate, such rate shall be automatically reduced to the maximum permitted legal interest rate, and all other terms and conditions paid for by Landlord within thirty (30) days after its receipt of this Agreement shall remain in full force and effectpaid invoices therefor from Tenant.

Audit. During the Term and for two years thereafter, Licensee shall The Parties agree to keep and maintain complete full and accurate books of account and records at its principal place setting forth in reasonable detail the payments payable to the other Party hereunder, or Glass Product Expenses to be recorded hereunder, and the calculation thereof. Each Party (the “AUDITING PARTY”) shall have the right to appoint an internationally recognized accounting firm (but not the Auditing Party’s accounting firm) reasonably acceptable to the other Party (the “INDEPENDENT AUDITOR”) to audit the financial books and records that the other Party (the “AUDITED PARTY”) is expressly required to keep under this Agreement with respect to payments owed to the Auditing Party, or Glass Product Expenses to be recorded, under this Agreement (the “RELEVANT BOOKS AND RECORDS”). The Audited Party may require the Independent Auditor, prior to any such audit, to agree to reasonable confidentiality restrictions and the Independent Auditor shall (i) treat as confidential information of business the Audited Party all information obtained in connection with each such audit and (ii) not disclose the same to the Auditing Party or others, except that the Independent Auditor may disclose to the Auditing Party only whether the audit revealed an underpayment, or an inaccuracy with respect to Glass Product Expenses, and the amount of the Included Programs and pertaining to Licensee’s compliance with the terms hereofsuch underpayment or inaccuracy, including, without limitation, copies of the statements referred to in Article 16 of this Scheduleif any. During such record retention period, An audit shall be permitted only upon at least thirty (30) business days’ noticeprior written notice to the Audited Party, and in no event more than once per during any calendar year (unless an audit in any calendar year revealed an underpayment, in which case the Auditing Party may conduct one (1) additional audit in such calendar year, Licensor ). The Independent Auditor shall have conduct the right audit during normal business hours solely as necessary to audit and check at Licensee’s principal place of business, Licensee’s books and records, including relevant electronic data and systems data, pertaining to confirm the accuracy of the statements Relevant Books and other financial information delivered to Licensor by Licensee and the amount of the license fees paid or payable hereunderRecords. The exercise by Licensor of any right Independent Auditor may not be paid on a contingency fee basis and shall provide its report simultaneously to audit or the acceptance by Licensor of any statement or payment, whether or not the subject of an audit, both Parties. The Auditing Party shall not bar Licensor from thereafter asserting a claim for any balance due, and Licensee shall remain fully be solely liable for any balance due under the terms of this Agreement, provided that Licensor may only audit any particular record once. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of any underpayment. If the underpayment is in excess of five percent (5%) of the license fees for the period covered by such audit, Licensee shall pay interest thereon from the date such payment was originally due at a rate equal to the lesser of one hundred ten percent (110%) of the Prime Rate and the maximum rate permitted by applicable law. If such error is in excess of ten percent (10%) of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due plus interest in accordance with the previous sentence, pay to Licensor (i) the reasonable, out-of-pocket all costs and expenses incurred by Licensor accrued in connection with any such audit, and (ii) reasonable outside attorneys fees actually incurred by Licensor in enforcing the collection thereof. In the event that the rate audit reveals an underpayment or inaccuracy, *** - indicates material omitted pursuant to a confidential treatment request and filed separately with the Securities and Exchange Commission. prompt adjustment of interest set forth in this Section exceeds the maximum permitted legal interest rate, such rate shall be automatically reduced to the maximum permitted legal interest rate, and all other terms and conditions of unpaid amounts owed under this Agreement shall remain in full force and effectbe made by the Audited Party, provided that nothing contained herein is intended to waive or limit the Audited Party’s right to contest the accuracy of any finding of the Independent Auditor.

Audit. During Roche shall keep, and shall require its Affiliates and sublicensees to keep, accurate and correct records of Products sold under this Agreement after the Term and Effective Date appropriate to determine the amounts due hereunder to Trimeris. Such records shall be retained for two at least three (3) years thereafter, Licensee shall keep and maintain complete and accurate books of account and records at its principal place of business in connection with each following the end of the Included Programs and pertaining calendar year to Licenseewhich such records pertain. At Trimeris’ request, Roche will cause its independent certified public accountants to prepare abstracts of Roche’s compliance with relevant business records for review by Trimeris. If, based upon a review of such abstracts, Trimeris reasonably believes that a full audit of said business records would be necessary for the terms hereof, including, without limitation, copies confirmation of the statements referred accuracy of all payments due hereunder, Trimeris shall have the right to in Article 16 engage Roche’s independent public accountant to perform, on behalf of Trimeris, an audit of all work papers and supporting documents pertinent to such abstracts. The audit rights under this Schedule. During such record retention period, upon thirty Agreement may be exercised by Trimeris (30i) business days’ notice, and no more often than once per calendar year, Licensor shall have (ii) not more frequently than once with respect to records covering any specific period of time, and (iii) no later than three (3) years after the right during end of the payment period to which such records relate, provided that once Trimeris requests an abstract of Roche’s relevant business hours to audit and check at Licensee’s principal place of business, Licensee’s books and records, including relevant electronic data and systems data, pertaining such three (3) year period shall be tolled during the period that it takes for Roche’s independent certified public accountants to the accuracy of the statements and other financial information delivered to Licensor by Licensee prepare such abstracts and the amount date of Trimeris’ notice to Roche of Trimeris’ exercise of such audit rights shall be deemed to be the license fees paid or payable hereunderdate of exercise by Trimeris. The exercise by Licensor of any right audit shall be performed upon no less than thirty (30) days prior written notice to audit or the acceptance by Licensor of any statement or paymentRoche, whether or not the subject of an audit, shall not bar Licensor from thereafter asserting a claim for any balance due, and Licensee shall remain fully liable for any balance due under the during Roche’s normal business hours. The terms of this Agreement, provided that Licensor may only audit any particular record onceSection 7.8 shall survive the Term for a period of three (3) years. If an examination establishes an error in Licensee’s computation of license fees due with respect to Trimeris will bear the Included Programs, Licensee shall immediately pay the amount full cost of any underpaymentsuch abstracts or audit unless such audit discloses an underpayment to Trimeris of more than five percent (5%) from the amounts paid. If Roche shall promptly (i) pay any underpayment due to Trimeris and, (ii) if the underpayment is in excess of more than five percent (5%) of the license fees for amount paid, Roche shall bear the period covered by full reasonable cost of such audit, Licensee . Any overpayment by Roche shall pay interest thereon be deducted from the date such next payment was originally due at a rate equal to the lesser of one hundred ten percent (110%) of the Prime Rate and the maximum rate permitted by applicable law. If such error is in excess of ten percent (10%) of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due plus interest in accordance with the previous sentence, pay to Licensor (i) the reasonable, out-of-pocket costs and expenses incurred by Licensor in connection with any such audit, and (ii) reasonable outside attorneys fees actually incurred by Licensor in enforcing the collection thereof. In the event that the rate of interest set forth in this Trimeris under Section exceeds the maximum permitted legal interest rate, such rate shall be automatically reduced to the maximum permitted legal interest rate, and all other terms and conditions 7 of this Agreement shall remain in full force and effector, if no such further payments are due, promptly reimbursed to Roche by Trimeris.

Audit. During Upon at least 14 days advance written notice by CyDex, Company shall permit, and shall cause its Affiliates and Sublicensees to permit, an independent certified public accounting firm of nationally recognized standing selected by CyDex (who has not been engaged by CyDex to provide services in any other capacity at any time during the Term three-year period before such selection and for two years thereafterwho executes a standard and customary confidentiality agreement prepared by Company), Licensee shall keep and maintain complete reasonably acceptable to Company or such Affiliate or Sublicensee, to have access to and accurate books of account and records at its principal place of to review, during normal business in connection with each of the Included Programs and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During such record retention period, hours upon thirty (30) business days’ reasonable prior written notice, the applicable records of Company and no more than once per calendar year, Licensor shall have the right during business hours its Affiliates or Sublicensees to audit and check at Licensee’s principal place of business, Licensee’s books and records, including relevant electronic data and systems data, pertaining to verify the accuracy of the statements royalty payments under this Section 5. Such review may only cover: (a) the records for sales made in any calendar year ending not more than three years before the date of such request, and other financial information delivered (b) only those periods that have not been subject to Licensor a prior audit. Except as described hereafter, all such audits shall be conducted at the expense of CyDex. Such audits shall be conducted not more than once in each calendar year and not more than once for each audited period. In the event such accountant concludes that additional payments of any kind as required by Licensee and this Agreement were owed to CyDex during such period, the amount additional amounts shall be paid within 30 days of the license fees paid or payable hereunderdate CyDex delivers to Company such accountant’s written report so concluding unless Company disputes the results of such audit in accordance with Section 14.3. The exercise fees charged by Licensor such accountant shall be paid by CyDex, unless the audit discloses that the amounts payable by Company for the audited period are more than 110% of the amounts actually paid for such period, in which case Company shall pay the reasonable fees and expenses charged by the accountant for such audit (pending the results of any right dispute initiated by either party pursuant to audit or the acceptance by Licensor of any statement or payment, whether or not the subject of an audit, shall not bar Licensor from thereafter asserting a claim for any balance due, and Licensee shall remain fully liable for any balance due under the terms of this Agreement, provided that Licensor may only audit any particular record once. If an examination establishes an error in Licensee’s computation of license fees due Section 14.3 with respect to the Included Programssame). In the event such accountant concludes that there was an overpayment by Company to CyDex during such period, Licensee at Company’s option, the overpayment shall immediately pay the amount of any underpayment. If the underpayment is in excess of five percent (5%) be paid by CyDex to Company within 30 days of the license fees for the period covered by such audit, Licensee shall pay interest thereon from the date such payment was originally due at a rate equal to the lesser of one hundred ten percent (110%) of the Prime Rate and the maximum rate permitted by applicable lawwritten report. If The independent certified public accountant shall keep confidential any information obtained during such error is in excess of ten percent (10%) of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due plus interest inspection in accordance with the previous sentence, pay to Licensor (i) the reasonable, out-of-pocket costs and expenses incurred by Licensor in connection with any such audit, and (ii) reasonable outside attorneys fees actually incurred by Licensor in enforcing the collection thereof. In the event that the rate of interest provisions set forth in Section 8 hereof and shall report to CyDex and Company only the amounts of Net Sales and royalties/milestone payments due and payable. The parties agree that all information subject to review under this Section exceeds 5.3 or under any Sublicense agreement is the maximum permitted legal interest rate, Confidential Information of Company and that CyDex shall cause its accountant to retain all such rate shall be automatically reduced to the maximum permitted legal interest rate, and all other terms and conditions of this Agreement shall remain information in full force and effectconfidence.

Audit. During 11.1 You agree that we shall have the Term right (where we reasonably suspect that the terms of clauses 5 and for two years thereafter6 have not been complied with or that you are otherwise in breach of this Agreement) upon reasonable notice to have an independent third party auditor enter your premises to audit any OSE system or electronic media onto which the Licensed Software or any adaptation, Licensee shall keep and maintain complete and accurate books of account and records at its principal place of business in connection with each modification or copy of the Included Programs and pertaining Licensed Software has been installed in order to Licensee’s verify compliance with this Agreement. Prior to exercising such right to audit we and/or the terms hereofthird party auditor shall if required by you enter into an appropriate and reasonable confidentiality agreement. We will pay the costs of any such examination or audit unless such audit shows that additional fees are payable by you or that you are otherwise in breach of this Agreement, including, without limitation, copies in which case you shall pay the costs of the statements referred to examination or audit. 11.2 Where we reasonably conclude that additional Licence Fees are due from you under this Agreement, we shall make a request in Article 16 of this Schedulewriting. During You shall pay such record retention period, upon additional Licence Fees within thirty (30) business days’ noticedays of the date of the request. Non payment of such fees shall, and no more than once per calendar yearwithout prejudice to any other rights that we might have, Licensor shall have give us the right during business hours to audit and check at Licensee’s principal place of business, Licensee’s books and records, including relevant electronic data and systems data, pertaining to the accuracy of the statements and other financial information delivered to Licensor by Licensee and the amount of the license fees paid or payable hereunder. The exercise by Licensor of any right to audit or the acceptance by Licensor of any statement or payment, whether or not the subject of an audit, shall not bar Licensor from thereafter asserting a claim for any balance due, and Licensee shall remain fully liable for any balance due under the terms terminate this Agreement with immediate effect. 11.3 Where we reasonably conclude that you are otherwise in breach of this Agreement, provided that Licensor may only we shall at our sole choice provide you with written notice of such breach and either (i) provide details of any remedial action required by you; or (ii) terminate this Agreement. 11.4 Where the SQL Comparison SDK is licensed to you, we shall also have the right to audit any particular record once. If an examination establishes an error in Licensee’s computation through independent certified public accountants all records and accounts of license fees due with respect to the Included Programs, Licensee shall immediately pay yours which contain information bearing upon the amount of any underpaymentLicensed Products licensed, sold or distributed by you. If We shall ensure that such independent accountants are bound by confidentiality undertakings at least as onerous as those set out in clause 7. To the underpayment is extent an examination and audit reveals more than 10 copies of Licensed Products incorporating Licensed Materials having been made, distributed, sold or licensed without the applicable licence fees having been paid, an appropriate payment shall be made promptly to us by you to reflect an amount of royalties agreed by the parties in excess of five percent (5%) of the license fees for the period covered by relation to such auditLicensed Products, Licensee shall pay interest thereon from the date such payment was originally due at a rate equal to the lesser of one hundred ten percent (110%) of the Prime Rate and the maximum rate permitted by applicable law. If such error is in excess of ten percent (10%) of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due plus interest otherwise we may terminate this Agreement in accordance with the previous sentence, pay to Licensor (i) the reasonable, out-of-pocket costs and expenses incurred by Licensor in connection with any such audit, and (ii) reasonable outside attorneys fees actually incurred by Licensor in enforcing the collection thereof. In the event that the rate of interest set forth in this Section exceeds the maximum permitted legal interest rate, such rate shall be automatically reduced to the maximum permitted legal interest rate, and all other terms and conditions of this Agreement shall remain in full force and effectclause 10.2.

Audit. During the Term and for two years thereafter, Licensee Landlord shall keep and maintain complete and accurate books of account and records regarding Total Operating Costs. All records shall be retained for at its principal place least three (3) years. At the request of business in connection Tenant (“Tenant’s Audit Notice”) given within one hundred eighty (180) days after Landlord delivers Landlord’s statement of Total Operating Costs with each of respect to any fiscal year during the Included Programs and pertaining to LicenseeTerm, Tenant (at Tenant’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During such record retention period, upon thirty (30expense) business days’ notice, and no more than once per calendar year, Licensor shall have the right to examine Landlord’s books and records applicable to Total Operating Costs for such fiscal year. Such right to examine the records shall be exercisable: (i) upon reasonable advance notice to Landlord and at reasonable times during Landlord’s business hours and (ii) only during the 60-day period (the “Audit Period”) following Tenant’s Audit Notice. Landlord shall make such books and records available at Landlord’s office in Massachusetts or at the Property, or in electronically accessible form. [***], conducted by either a certified public accountant from a nationally-recognized accounting firm or a nationally-recognized commercial real estate services firm, in either case as approved by Landlord for such purpose (such approval not to audit be unreasonably withheld, conditioned or delayed), [***] Tenant may submit the dispute for determination by an arbitration conducted by the Boston Office of the American Arbitration Association (“AAA”) in accordance with the AAA’s commercial real estate arbitration rules. The arbitrator shall be selected by AAA and check shall be a certified public accountant with at Licensee’s principal place least ten (10) years of business, Licenseeexperience in auditing Class A commercial office and laboratory buildings and who shall not be affiliated with either Landlord or Tenant and has not worked for either party or its affiliates at any time during the prior five (5) years. [***]. Any auditing firm retained by Tenant pursuant to this paragraph shall not be compensated on a contingent fee basis. [***]. As a condition precedent to performing any such examination of Landlord’s books and records, including relevant electronic data Tenant’s examiners shall be required to execute and systems datadeliver to Landlord an agreement in form reasonably acceptable to Landlord agreeing to keep confidential any non-public, pertaining to the accuracy of the statements and other financial confidential information delivered to Licensor by Licensee and the amount of the license fees paid or payable hereunder. The exercise by Licensor of any right to audit that they discover about Landlord or the acceptance by Licensor of any statement Building or payment, whether or not the subject of an audit, shall not bar Licensor from thereafter asserting a claim for any balance due, and Licensee shall remain fully liable for any balance due under the terms of this Agreement, provided that Licensor may only audit any particular record once. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of any underpayment. If the underpayment is in excess of five percent (5%) of the license fees for the period covered by such audit, Licensee shall pay interest thereon from the date such payment was originally due at a rate equal to the lesser of one hundred ten percent (110%) of the Prime Rate and the maximum rate permitted by applicable law. If such error is in excess of ten percent (10%) of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due plus interest in accordance with the previous sentence, pay to Licensor (i) the reasonable, out-of-pocket costs and expenses incurred by Licensor Property in connection with such examination and not to disclose the results of such examination except as required by law. Notwithstanding any prior approval of any examiners by Landlord, Landlord shall have the right to rescind such audit, approval at any time if in Landlord’s reasonable judgment the examiners have breached any confidentiality undertaking to Landlord or cannot provide reasonably acceptable assurances and (ii) reasonable outside attorneys fees actually incurred by Licensor in enforcing the collection thereof. In the event that the rate of interest set forth in this Section exceeds the maximum permitted legal interest rate, such rate shall be automatically reduced procedures to the maximum permitted legal interest rate, and all other terms and conditions of this Agreement shall remain in full force and effectmaintain confidentiality.

Audit. During Any examination permitted under Section 9.1 shall be conducted by WAKUNAGA or any designee (including AbbVie) reasonably acceptable to MELINTA, and MELINTA and Sublicensees shall make their records available, during normal business hours, after at least fifteen (15) days’ prior written notice to MELINTA or the Term Sublicensee, as applicable, and for two years thereafter, Licensee such examination shall keep and maintain complete and accurate take place at the facility where such records are maintained. Each such examination shall be limited to pertinent books of account and records at its principal place for a period of business in connection with each five (5) years prior to the date of the Included Programs audit request. Before permitting any independent accounting firm or party other than WAKUNAGA to have access to such books and pertaining records, MELINTA may require such independent accounting firm and its personnel involved in such audit to Licensee’s compliance with sign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting the terms hereofaudit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitted, includingif applicable, without limitationand amounts paid or charged, copies of as the statements referred case may be, are correct or incorrect. WAKUNAGA agrees to hold in Article 16 of strict confidence all information disclosed to it pursuant to this ScheduleSection 9.2., except to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by law. During such record retention periodIn the event there was an underpayment by MELINTA, upon hereunder, then MELINTA shall promptly (but in no event later than thirty (30) business days’ noticedays after MELINTA’s receipt of the independent auditor’s report so correctly concluding) make payment to WAKUNAGA of any shortfall. WAKUNAGA shall bear the full cost of such audit unless such audit discloses an underreporting by MELINTA, and no or an overcharge by WAKUNAGA of more than once per calendar year, Licensor shall have the right during business hours to audit and check at Licensee’s principal place of business, Licensee’s books and records, including relevant electronic data and systems data, pertaining to the accuracy of the statements and other financial information delivered to Licensor by Licensee and the amount of the license fees paid or payable hereunder. The exercise by Licensor of any right to audit or the acceptance by Licensor of any statement or payment, whether or not the subject of an audit, shall not bar Licensor from thereafter asserting a claim for any balance due, and Licensee shall remain fully liable for any balance due under the terms of this Agreement, provided that Licensor may only audit any particular record once. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of any underpayment. If the underpayment is in excess of five three percent (53%) of the license fees for aggregate amount due WAKUNAGA or charged to MELINTA, respectively, in any twelve (12) month period, and which aggregate incorrect amount is not less than fifty thousand U.S. dollars (US$50,000), in which case, MELINTA shall bear the period covered by full cost of such audit, Licensee shall pay interest thereon from the date such payment was originally due at a rate equal to the lesser of one hundred ten percent (110%) of the Prime Rate and the maximum rate permitted by applicable law. If such error is in excess of ten percent (10%) of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due plus interest in accordance with the previous sentence, pay to Licensor (i) the reasonable, out-of-pocket costs and expenses incurred by Licensor in connection with any such audit, and (ii) reasonable outside attorneys fees actually incurred by Licensor in enforcing the collection thereof. In the event that the rate of interest set forth in this Section exceeds the maximum permitted legal interest rate, such rate shall be automatically reduced to the maximum permitted legal interest rate, and all other terms and conditions of this Agreement shall remain in full force and effect.

Audit. During Licensor shall have the Term right, once annually at its own cost and expense, to have an independent, certified public accounting firm, selected by Licensor and approved by Licensee in its reasonable discretion, review Payment Records in the location(s) where such records are maintained upon reasonable notice to Licensee (which shall be no less than twenty (20) days’ prior notice) and during regular business hours and under obligations of strict confidence, for two years thereafterthe sole purpose of verifying the basis and accuracy of payments made under this Section 3 within the lesser of (a) the twenty-four (24) month period preceding the date of the request for review or (b) the period after Licensor’s most recent audit conducted under this Section 3.13 (or any other applicable section of this Agreement) (an “Audit”). The report of such Audit shall be limited to a certificate stating whether any report made or payment submitted by Licensee during such period is accurate or inaccurate and the actual amounts of Net Sales of Licensed Products, Development Costs, Third Party Payments, and payments and Royalties due, for such period. Licensee shall receive a copy of each such report concurrently with receipt by Licensor. Should such inspection lead to the discovery of a discrepancy to Licensor’s detriment, and only to the extent that Licensee agrees with and accepts such conclusion under the Audit, Licensee shall keep and maintain complete and accurate books of account and records at its principal place of business in connection with each of the Included Programs and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During such record retention period, upon pay within thirty (30) business days’ notice, and no more than once per calendar year, Licensor shall have Business Days after its receipt from the right during business hours to audit and check at Licensee’s principal place of business, Licensee’s books and records, including relevant electronic data and systems data, pertaining to the accuracy accounting firm of the statements and other financial information delivered to Licensor by Licensee and certificate, the amount of the license fees paid or payable hereunder. The exercise by Licensor of any right to audit or the acceptance by Licensor of any statement or payment, whether or not the subject of an audit, shall not bar Licensor from thereafter asserting a claim for any balance due, and Licensee shall remain fully liable for any balance due under the terms of this Agreement, provided that Licensor may only audit any particular record oncediscrepancy plus interest calculated in accordance with Section 3.9. If an examination establishes an error Licensee does not agree with the conclusion of such report, the matter shall be referred to arbitration in Licensee’s computation of license fees due accordance with respect to the Included Programs, Licensee Section 11.5(b). Licensor shall immediately pay the amount full cost of any underpayment. If the Audit unless the underpayment discovered by the Audit is in excess of five greater than [ * ] percent (5[ * ]%) of the license fees amount due for the applicable period covered by such audit, the Audit. Any overpayment by Licensee revealed by an Audit shall pay interest thereon from the date such payment was originally due at a rate equal be fully creditable against future payments to the lesser of one hundred ten percent (110%) of the Prime Rate and the maximum rate permitted by applicable law. If such error is in excess of ten percent (10%) of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due plus interest in accordance with the previous sentence, pay be made to Licensor (i) the reasonable, out-of-pocket costs and expenses incurred by Licensor in connection with any such audit, and (ii) reasonable outside attorneys fees actually incurred by Licensor in enforcing the collection thereof. In the event that the rate of interest set forth in this Section exceeds the maximum permitted legal interest rate, such rate shall be automatically reduced to the maximum permitted legal interest rate, and all other terms and conditions of this Agreement shall remain in full force and effecthereunder.

Audit. During (a) At the Term reasonable request, and sole expense, of AskGene within [**] after the applicable Calendar Quarter with respect to which a Quarterly Report is delivered hereunder, Xilio shall permit a qualified independent certified public accountant designated by AskGene and reasonably acceptable to Licensee (the “Auditor”) to access Xilio’s applicable records maintained pursuant to Section 5.1 upon reasonable (but not less than [**]) prior written notice to Xilio, solely for two years thereafter, Licensee shall keep the purpose of verifying the information in such Quarterly Report in relation to Royalty payments. The Auditor must conduct such audit during Xilio’s normal business hours in a manner designed to minimize disruption of Xilio’s normal business operations and maintain complete such audit within a reasonable period of time after commencing such audit. All information and accurate books of account and records at its principal place of business materials made available to or otherwise obtained or prepared by or for the Auditor in connection with each of such audit will be deemed Xilio’s Confidential Information and will be subject to the Included Programs Auditor’s entry, prior to conducting the audit, into a written agreement with Xilio containing confidentiality and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to restricted use obligations at least as restrictive as those set out in Article 16 8. AskGene may not exercise this right more than [**] period (except that AskGene may conduct a [**] audit in such [**] period if AskGene has reasonable grounds to suspect a material breach of this Schedule. During such record retention period, upon thirty (30) business days’ noticeAgreement by Xilio of its reporting and payment obligations), and no more than once per calendar year, Licensor shall have the right during business hours Auditor may only disclose to audit and check at Licensee’s principal place of business, Licensee’s books and records, including relevant electronic data and systems data, pertaining AskGene information limited to the accuracy of the statements audited Quarterly Report and any deficiency in the Royalty payment made, or any overpayment, and no other financial information delivered or materials made available to Licensor or otherwise obtained or prepared by Licensee and or for the amount Auditor in connection with such audit. AskGene shall not compensate the Auditor (in whole or in part) contingent on the outcome of the license fees paid or payable hereunder. The exercise by Licensor audit. (b) AskGene shall provide to Xilio a copy of any right to the Auditor’s audit or report within [**] of AskGene’s receipt of the acceptance by Licensor of any statement or payment, whether or not the subject of an audit, shall not bar Licensor from thereafter asserting a claim for any balance due, and Licensee shall remain fully liable for any balance due under the terms of this Agreement, provided that Licensor may only audit any particular record oncefinal report. If an examination establishes an error in Licenseesuch report shows that payments made by Xilio are deficient, subject to Section 4.5 and Section 4.6, Xilio shall pay AskGene the deficient amount within [**] after Xilio’s computation receipt of license fees due with respect the audit report, except to the Included Programs, Licensee shall immediately pay the extent that Xilio disputes such deficiency in good faith (in which event Xilio may withhold payment of such disputed amount subject to resolution of any underpaymentsuch dispute). If the underpayment is report shows that payments made by Xilio were in excess of five the required payment, AskGene shall promptly pay to Xilio the excess amount at the time it provides the copy of the Auditor’s audit report to Xilio. If the Auditor’s audit report shows that payments made by Xilio are deficient by more than [**] percent (5[**]%) of the license fees for the period covered by such audit, Licensee shall pay interest thereon from the date such payment was originally due at a rate equal to the lesser of one hundred ten percent (110%) of the Prime Rate and the maximum rate permitted by applicable law. If such error is in excess of ten percent (10%) of such license fees amount due for the period covered by such auditaudited period, Licensee shall, in addition to making immediate payment of the additional license fees due plus interest in accordance with the previous sentence, pay to Licensor (i) the Xilio shall promptly reimburse AskGene for its reasonable, documented out-of-pocket costs and expenses incurred by Licensor in connection with any of such audit. (c) The failure of AskGene to request an audit or verification of any Quarterly Report during the [**] period after its receipt of such Quarterly Report is deemed acceptance by AskGene of the accuracy of such Quarterly Report and the payments made by Xilio in accordance with such Quarterly Report and, and (ii) reasonable outside attorneys fees actually incurred by Licensor in enforcing the collection thereof. In the event that the rate of interest set forth in thereafter, AskGene’s audit rights under this Section exceeds 5.3 shall no longer apply with respect to such Quarterly Report, the maximum permitted legal interest rate, payments made by Xilio in accordance with such rate shall be automatically reduced Quarterly Report and any facts or circumstances to the maximum permitted legal interest rate, which such Quarterly Report and all other terms and conditions of this Agreement shall remain in full force and effectpayments relate.

Audit. During Licensee shall maintain current, accurate and complete books and records regarding the Database and the use thereof during the Term and for two a minimum of six (6) years thereafterfollowing termination or expiration of this Agreement. At any time during the Term, Licensee shall keep and maintain complete thereafter for a period of three (3) years, Licensor or its designees may examine, inspect and accurate audit such books of account and records at its principal and any source documents pertaining thereto for the purpose of verifying Licensee's compliance with this Agreement. Such examination, inspection or audit shall take place during normal business hours upon not less than two (2) days' prior notice. Licensor may, during the course of business in connection with each such audit, make such copies and extracts of Licensee's books and records as Licensor may deem appropriate to the extent they relate to the Database, use thereof, calculation of the Included Programs and pertaining to Licensee’s License Fee or compliance with this Agreement. Licensee agrees to fully cooperate, and cause its employees and agents to fully cooperate, with Licensor and/or its designees in the terms hereofconduct of such audit. In the event that after such audit, including, without limitation, copies Licensor disputes any calculation of the statements referred License Fee (the "Disputed Amount") previously made by Licensee, Licensor shall deliver a written notice of such dispute to in Article 16 of this ScheduleLicensee (the "Dispute Notice"). During If Licensor and Licensee are unable to resolve such record retention period, upon dispute within thirty (30) business days’ notice, and no more than once per calendar yeardays following the delivery of the Dispute Notice, Licensor and Licensee shall immediately submit the dispute for resolution to a nationally recognized public accounting firm to be mutually agreed upon by Licensor and Licensee (the "Accounting Firm"). In connection with the resolution of any such dispute, the Accounting Firm shall have the right reasonable access during normal business hours to audit and check at all of Licensee’s principal place of business's books, Licensee’s books and records, including relevant electronic data facilities and systems data, pertaining personnel reasonably necessary to the accuracy of the statements and other financial information delivered to Licensor by Licensee and the amount of the license fees paid or payable perform its functions hereunder. The exercise by Licensor decision of any right to audit or the acceptance by Licensor of any statement or payment, whether or not the subject of an audit, shall not bar Licensor from thereafter asserting a claim for any balance due, and Licensee shall remain fully liable for any balance due under the terms of this Agreement, provided that Licensor may only audit any particular record once. If an examination establishes an error in Licensee’s computation of license fees due Accounting Firm with respect to any such dispute shall be final, conclusive and binding upon the Included Programs, Licensee shall immediately pay the amount of any underpaymentparties. If the underpayment Accounting Firm determines that Licensee's calculation of the License Fee is in excess understated, then Licensee shall pay to Licensor such understated amount (the "Adjusted-Amount-') within fifteen (15) days of the Accounting Firm's determination. If the Accounting Firm determines that Licensee's calculation of the License Fee is understated by more than the lesser of (i) $5,000 and (ii) five percent (5%) of the license fees for Disputed Amount, then, in, addition to the period covered by such auditAdjusted Amount, Licensee shall pay interest thereon from the date such entire cost of the Accounting Firm's engagement and the costs of Licensee's inspection of the books and records of Licensee simultaneously with the payment was originally due at a rate equal to of the Adjusted Amount. If the Accounting Firm determines that Licensee's calculation of License Fee is understated by more than the lesser of one hundred ten percent (110%i) of the Prime Rate $10,000 and the maximum rate permitted by applicable law. If such error is in excess of (ii) ten percent (10%) of such license fees due for the period covered by such auditDisputed Amount, then (x) Licensee shallshall pay to Licensor, in addition to making immediate payment of the additional license fees due plus interest in accordance Adjusted Amount, a penalty equal to ten (10) times the Adjusted Amount along with the previous sentence, pay to Licensor (i) the reasonable, out-of-pocket costs and expenses incurred by Licensor in connection with any such audit, and (ii) reasonable outside attorneys fees actually incurred by Licensor in enforcing the collection thereof. In the event that the rate of interest set forth in the preceding sentence. In all other events, the cost of the Accounting Firm's engagement and the costs of Licensor' inspection of the books and records of Licensee shall be borne by Licensor. Nothing in this Section exceeds the maximum permitted legal interest rate, such rate shall 17 will be automatically reduced construed as prohibiting Licensor from pursuing any other remedies available to the maximum permitted legal interest rate, and all other terms and conditions it for any breach of this Agreement shall remain in full force and effectAgreement, including the recovery of money damages.

Audit. During (a) Upon the Term and for two years thereafter, Licensee shall keep and maintain complete and accurate books of account and records at its principal place of business in connection with each written request of the Included Programs Acting Holders provided to Parent within 20 Business Days after the delivery to the Rights Agent of a Milestone Failure Notice (and pertaining to Licensee’s compliance with the terms hereofonly if such a notice is delivered), including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During such record retention period, upon thirty (30) business days’ noticeParent shall permit, and no more than once per calendar yearshall cause its controlled Affiliates to permit, Licensor shall an independent certified public accounting firm of nationally recognized standing designated in writing either (i) jointly by the Acting Holders and Parent, or (ii) if such parties fail to make a designation, jointly by an independent public accounting firm selected by Parent and an independent public accounting firm selected by the Acting Holders (the “Independent Accountant”) to have the right access during normal business hours to audit such of the records of Parent, the Company, the Surviving Corporation or such other Affiliates of Parent as may be reasonably necessary to determine the Product Spend as of the CVR Expiration Date (an “Audit”). Parent shall, and check at Licenseeshall cause its controlled Affiliates to, furnish to the Independent Accountant such access, work papers and other documents and information reasonably necessary for the Independent Accountant’s principal place evaluation of businessthe occurrence of the Milestone; provided, Licensee’s books that Parent may, and recordsmay cause its controlled Affiliates to, redact documents and information not relevant for such evaluation. The Independent Accountant shall disclose to Parent and the Acting Holders any matters directly related to its findings, including relevant electronic data and systems data, pertaining to the accuracy of the statements and other financial information delivered to Licensor by Licensee and the amount of the license fees paid or payable hereunder. The exercise by Licensor of any right to audit or the acceptance by Licensor of any statement or payment, whether or not the subject of an audit, shall not bar Licensor from thereafter asserting a claim for any balance due, and Licensee shall remain fully liable for any balance due under the terms of this Agreement, provided that Licensor may only audit any particular record once. If an examination establishes an error in Licensee’s computation of license fees due its determination with respect to the Included Programs, Licensee shall immediately pay the amount of any underpaymentProduct Spend. If The fees charged by the underpayment is in excess of five percent (5%) of Independent Accountant shall be paid by the license fees for the period covered by such audit, Licensee shall pay interest thereon from the date such payment was originally due at a rate equal to the lesser of one hundred ten percent (110%) of the Prime Rate and the maximum rate permitted by applicable lawParent. If such error is in excess of ten percent (10%) of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due plus interest in accordance with the previous sentence, pay to Licensor (i) the reasonable, out-of-pocket costs and expenses incurred by Licensor in connection with any such audit, and (ii) reasonable outside attorneys fees actually incurred by Licensor in enforcing the collection thereof. In the event that the rate of interest The audit rights set forth in this Section exceeds 4.5(a) may not be exercised by the maximum permitted legal interest rateActing Holders more than once. (b) Each Person seeking to receive information from Parent in connection with an Audit pursuant to this Section 4.5 shall enter into a confidentiality agreement with Parent and/or its applicable controlled Affiliate satisfactory to Parent obligating such party to retain all such information disclosed to such party in confidence pursuant to such confidentiality agreement; provided, that the Acting Holders may share the result of such rate shall be automatically reduced Audit with other Holders that have a need to the maximum permitted legal interest rateknow such information and such other Holders’ respective counsel, and all other terms and conditions in each case, that are subject to a customary obligation of this Agreement shall remain in full force and effectconfidentiality with respect to such information.

Audit. During the Term and for two years thereafter, Licensee shall keep and maintain maintain, and shall cause each Approved System to keep and maintain, complete and accurate books of account and records at its principal place of business in connection with each of the Included Programs Films and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements Statements and program guides referred to in Article 16 of this Schedule12 hereof. During such record retention period, upon thirty (30) business days’ notice, and no more than once per calendar year, Licensor shall have the right during business hours to appoint an independent third party auditor to audit and check (accompanied, if required by Licensee’s contract with such Approved System, by a designee of Licensee and provided Licensee uses best efforts to make a designee available for such purpose) at Licensee’s and each Approved System’s principal place of business, Licensee’s or such Approved System’s books and records, including relevant electronic data and systems data, records pertaining to the accuracy of the statements and other financial information delivered to Licensor by Licensee or by such respective Approved System to Licensee and the amount of the license fees Licence Fees paid or payable hereunderhereunder and to ensure compliance with Article 19 hereof. Licensor shall not be permitted to audit Licensee or any Approved System more than once during the Avail Term and shall provide at least 7 days written notice prior to conducting its audit. Licensee shall enter into agreements with each Approved System which incorporates the audit provisions set forth above. The exercise by Licensor of any right to audit or the acceptance by Licensor of any statement or payment, whether or not the subject of an audit, shall not bar Licensor from thereafter asserting a claim for any balance due, and Licensee shall remain fully liable for any balance due under the terms of this Agreement, provided that Licensor may only audit any particular record once. If an examination establishes an error in Licensee’s computation of license fees Licence Fees due with respect to the Included ProgramsFilms, Licensee shall immediately pay the amount of any underpayment. If the underpayment is in excess of five percent (5%) of the license fees for the period covered by such audit, Licensee shall pay plus interest thereon from the date such payment was originally due at a rate equal to the lesser of one hundred ten percent (110%) 1½% % of the Prime Rate and the maximum rate permitted by applicable law. If such error is in excess of ten percent (10%) 5% of such license fees Licence Fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees Licence Fees due plus interest in accordance with the previous sentence, pay to Licensor (i) the reasonable, out-of-pocket costs and expenses incurred by Licensor in connection with for any such audit, and (ii) reasonable outside attorneys attorney’s fees actually incurred by Licensor in enforcing the collection thereof. In the event that the rate of interest set forth in this Section Article exceeds the maximum permitted legal interest rate, such rate shall be automatically reduced to the maximum permitted legal interest rate, and all other terms and conditions of this Agreement shall remain in full force and effect.

Audit. During the Term and for two years thereafter, Licensee shall keep and maintain complete and accurate books of account and records at its principal place of business in connection with each of the Included Programs Licensed Films and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article Section 16 of this Schedule. During such record retention periodLicensor shall have the right, during the Term and for two (2) years thereafter, upon at least thirty (30) business days’ days prior notice, and at Licensor’s expense, no more than once per calendar year, Licensor shall have the right a year and during business hours to audit and check at Licensee’s principal place of business, Licensee’s books and records, including relevant electronic data and systems data, records pertaining to the accuracy of the statements and other financial information delivered to Licensor by Licensee and the amount of the license fees paid or payable hereunder. No period may be audited more than once pursuant to the audit rights hereunder. The exercise by Licensor of any right to audit or the acceptance by Licensor of any statement or payment, whether or not the subject of an audit, shall not bar Licensor from thereafter asserting a claim for any balance due, and Licensee shall remain fully liable for any balance due under the terms of this Agreement, provided that Licensor may only audit any particular record once. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included ProgramsLicensed Films, Licensee shall immediately pay the amount of any underpayment. If the underpayment is in excess of five percent (5%) of the license fees for the period covered by such audit, Licensee shall pay plus interest thereon from the date such payment was originally due at a rate equal to the lesser of one hundred ten percent (110%) of the Prime Rate and the maximum rate permitted by applicable law. If such error is in excess of ten percent (10%) 5% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due plus interest in accordance with the previous sentence, pay to Licensor (i) the reasonable, verifiable out-of-pocket costs and expenses incurred by Licensor in connection with for any such audit, and (ii) reasonable outside attorneys fees actually incurred by Licensor in enforcing the collection thereof. In the event that the rate of interest set forth in this Section exceeds the maximum permitted legal interest rate, such rate shall be automatically reduced to the maximum permitted legal interest rate, and all other terms and conditions of this Agreement shall remain in full force and effect.

Audit. During the Term and for two years thereafter, Licensee shall keep and maintain complete and accurate books of account and records at its principal place of business in connection with each of the Included Programs and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule17 hereof and third party license agreements referred to in Article 20 hereof. During such record retention period, upon thirty (30) business days’ notice, and no more than once per calendar year, Licensor shall have the right during business hours to audit and check at Licensee’s principal place of business, Licensee’s books and records, including relevant electronic data and systems data, records pertaining to the accuracy of the statements and other financial information delivered to Licensor by Licensee and the amount of the license fees paid or payable hereunderhereunder and to ensure compliance with Article 19 hereof. The exercise by Licensor of any right to audit or the acceptance by Licensor of any statement or payment, whether or not the subject of an audit, shall not bar Licensor from thereafter asserting a claim for any balance due, and Licensee shall remain fully liable for any balance due under the terms of this Agreement, provided that Licensor may only audit any particular record once. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of any underpayment. If the underpayment is in excess of five percent (5%) of the license fees for the period covered by such audit, Licensee shall pay plus interest thereon from the date such payment was originally due at a rate equal to the lesser of one hundred ten percent (110%) of the Prime Rate and the maximum rate permitted by applicable law. If such error is in excess of ten percent (10%) % of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due plus interest in accordance with the previous sentence, pay to Licensor (i) the reasonable, out-of-pocket costs and expenses incurred by Licensor in connection with for any such audit, and (ii) reasonable outside attorneys fees actually incurred by Licensor in enforcing the collection thereof. In the event that the rate of interest set forth in this Section exceeds the maximum permitted legal interest rate, such rate shall be automatically reduced to the maximum permitted legal interest rate, and all other terms and conditions of this Agreement shall remain in full force and effect.

Audit. During NeoPharm and any Licensor shall each have the Term and right for two a period of five (5) years thereafterafter receiving any report, Licensee shall keep and maintain complete and accurate books of account and records statement or payment with respect to Net Sales or Royalties, to obtain, at its principal expense, from an accountant or auditor selected by NeoPharm and agreed by NK an audit of all relevant records of NK to verify such report, statement or payment. NK shall make its records available for inspection by such accountant or auditor during regular business hours at such place of business in connection with each or places where such records are customarily kept, upon reasonable notice from NeoPharm or any Licensor, to the extent reasonably necessary to verify the accuracy of the Included Programs reports and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedulepayments. During such record retention period, upon thirty (30) business days’ notice, and no Neither NeoPharm nor any Licensor may exercise its inspection right more than once per in any calendar year, Licensor nor more than once with respect to sales in any given period, unless a subsequent inspection reveals discrepancies which may have also occurred during such period. Such accountant or auditor shall have report to NeoPharm, or a Licensor, as the right during business hours to audit and check at Licensee’s principal place of businesscase may be, Licensee’s books and records, including relevant electronic data and systems data, pertaining only as to the accuracy of the statements Net Sales computation and other financial information delivered to Licensor by Licensee and the amount of the license fees paid or payable hereunder. The exercise by Licensor of any right to audit or the acceptance by Licensor of any statement or payment, whether or not the subject of an audit, shall not bar Licensor from thereafter asserting a claim for any balance due, and Licensee shall remain fully liable for any balance due under the terms of this Agreement, provided that Licensor may only audit any particular record once. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of any underpaymentRoyalty payments. If the underpayment is in excess of audit shows that NK has underpaid any Royalties by five percent (5%) of the license fees or more, for the any period covered by such the audit, Licensee shall pay interest thereon from the date such payment was originally due at a rate equal to the lesser of one hundred ten percent (110%) of the Prime Rate and the maximum rate permitted by applicable law. If such error is in excess of ten percent (10%) of such license fees due for the period covered by such audit, Licensee NK shall, in addition to making immediate payment promptly remitting to NeoPharm the amount of the additional license fees due plus interest in accordance with the previous sentenceunderpayment, pay to Licensor (i) pay for the reasonable, out-of-pocket costs and expenses incurred by Licensor in connection with any cost of such audit, audit and (ii) reasonable outside attorneys fees actually incurred by Licensor pay interest to NeoPharm at a per annum rate equal to three percent (3%) above London Inter Bank, Offered Rate (LIBOR), as in enforcing effect on the collection thereofdate of such determination, on such underpayment from the date such amounts were accrued until the date such amounts are paid. In the event the audit shows that the rate of interest set forth in this Section exceeds the maximum permitted legal interest rateNK has overpaid any Royalties due to NeoPharm hereunder, such rate NK shall be automatically reduced allowed to deduct the maximum permitted legal interest rateamount of such overpayment from the next Royalty payment due to NeoPharm. Such accountant or auditor must agree to hold in strict confidence all information concerning Royalty payments and reports, and all other terms information learned in the course of any audit or inspection, except to the extent necessary for such entity to reveal such information in order to allow NeoPharm to enforce its rights under this Agreement, perform its obligations to any Licensor(s), or disclosure is required by law. The failure of NeoPharm to request verification of any report, statement or payment during the five (5) year period shall be considered acceptance of the accuracy of such report, and conditions NK shall have no obligation to maintain records pertaining to such report, statement or payment beyond the five (5) year period. The results of this Agreement the inspection shall remain in full force and effectbe binding on both Parties.

Audit. During the Term and for two years thereafter, Licensee Comcast shall keep and maintain complete and accurate books of account and records at its principal place of business in connection with each of the Included Programs Program assets and pertaining to LicenseeComcast’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this ScheduleSection 21. During such record retention period, upon thirty Upon ten (3010) business days’ written notice, and no more than once per calendar yearyear during the Term and once during the two (2) year period following the end of the Term, Licensor Studio shall have the right during business hours to audit and check at LicenseeComcast’s principal place of business, LicenseeComcast’s books and records, including relevant electronic data and systems data, records pertaining to the accuracy of the statements and other financial information delivered to Licensor by Licensee and the amount of the license fees Fees paid or payable hereunderhereunder in the then current calendar year and immediately preceding calendar year. The Any audit hereunder will be conducted only by a nationally recognized audit or accounting firm (provided that such firm shall agree to confidentiality provisions substantially similar to those set forth in Section 28). No portion of the compensation for any such audit or accounting firm shall be contingent upon the results of such audit. Subject to the terms of this Section 21 and other than payments made in satisfaction of an audit, the exercise by Licensor Studio of any right to audit or the acceptance by Licensor Studio of any statement or payment, whether or not the subject of an audit, payment shall not bar Licensor Studio from thereafter asserting a claim for any balance due, and Licensee Comcast shall remain fully liable for any balance due under the terms of this Agreement, provided that Licensor may only . Studio shall provide the results of such audit to Comcast within three (3) months of conducting the audit and any particular record oncesuch information shall be deemed confidential information of Comcast in accordance with Section 28. If an examination establishes an error in Licensee’s computation of license fees due Studio must make any claim against Comcast with respect to unpaid Fees that were the Included Programs, Licensee shall immediately pay subject of an audit within six (6) months after Studio receives the amount of any underpayment. If the underpayment is final results from such audit (but in excess of five percent no case later than eight (5%) of the license fees for the period covered by such audit, Licensee shall pay interest thereon from the date such payment was originally due at a rate equal to the lesser of one hundred ten percent (110%) of the Prime Rate and the maximum rate permitted by applicable law8) months after Studio’s representatives last leave Comcast’s offices). If such error claim is not made within the time frame permitted by the immediately preceding sentence, then the Fee payments that were the subject of such audit and all reports required hereunder shall be deemed final and incontestable, and Studio will be deemed to have forever and conclusively waived its right, whether known or unknown, to collect any shortfalls from Comcast for the period(s) audited. If a confirmed discrepancy in excess of ten percent (10%) of such license fees the Fees due for the period covered by such audit is revealed by any such audit, Licensee Comcast shall, in addition to making immediate prompt payment of the additional license fees due plus interest in accordance with the previous sentenceamount of such discrepancy, pay to Licensor Studio (i) the reasonable, documented out-of-pocket costs and expenses incurred by Licensor in connection with any Studio for such audit, and (ii) reasonable outside attorneys attorney’s fees actually incurred by Licensor Studio in enforcing the collection thereof. In Any overpayment identified by such audit shall, at Comcast’s election, either (a) be taken as a credit by Comcast against future Fees payable hereunder; or (b) be paid by Studio to Comcast within thirty (30) days after Studio’s receipt of the event that the rate of interest set forth in this Section exceeds the maximum permitted legal interest rate, such rate shall be automatically reduced to the maximum permitted legal interest rate, and all other terms and conditions of this Agreement shall remain in full force and effectaudit report.

Audit. During Licensor or its authorized representatives have the Term right, upon giving reasonable advance notice and for two years thereafterduring ordinary business hours, to enter the premises where an Operating Subsidiary’s books and records relative to the Authorized Location are kept and to evaluate, copy and audit such books and records. In the event that any such evaluation or audit reveals any understatement of three percent (3%) or more of Net Sales, Licensee shall keep and maintain complete and accurate books must pay for the audit. Furthermore, if Licensee intentionally understates or underreports Net Sales at any time, or if a subsequent audit or evaluation conducted within the three (3) year period reveals any understatement of account and records Net Sales of three percent (3%) or more, in addition to any other remedies provided for in this Agreement, at its principal place of business law or in connection with each of the Included Programs and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During such record retention period, upon thirty (30) business days’ notice, and no more than once per calendar yearequity, Licensor shall have the right during business hours to audit terminate this Agreement immediately. In order to verify the information that Licensee supplies, Licensor has the right to reconstruct each Operating Subsidiary’s sales through the inventory extension method or any other reasonable method of analyzing and check at Licensee’s principal place reconstructing sales. The Operating Subsidiaries agree to accept any such reconstruction of business, Licensee’s books and records, including relevant electronic data and systems data, pertaining to sales unless Licensee either demonstrates manifest error in the accuracy of the statements and other financial information delivered analysis or provides evidence in a form satisfactory to Licensor by of its sales within a period of thirty (30) days from the date of notice of understatement or variance. Licensee and the amount Operating Subsidiaries shall fully cooperate with Licensor or its agents and representatives in performing these activities. Licensor will use commercially reasonable efforts to keep each Operating Subsidiary’s financial books, records and reports confidential, unless the information is requested by tax authorities or used as part of a legal proceeding. Notwithstanding the foregoing, Licensor shall have the right to share any Operating Subsidiary’s financial books, records and reports on a “need to know” basis for purposes of reviewing the Operating Subsidiary’s performance in connection with a potential sale of all or a portion of the license fees paid ownership interests or payable hereunder. The exercise by assets (including the rights under this Agreement) of Licensor of any right to audit or the acceptance by Licensor of any statement or paymenttheir affiliates, whether pursuant to a private or not the subject of an audit, public offering or otherwise. Licensor shall not bar require those parties receiving confidential information to be bound by written non-disclosure agreements with terms that are at least as restrictive as those set out in this Agreement and Licensor from thereafter asserting a claim shall be responsible for ensuring that any balance due, and Licensee shall remain fully liable for any balance due under third party receiving such confidential information be in compliance with the terms of this Agreement, provided that Licensor may only audit any particular record once. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of any underpayment. If the underpayment is in excess of five percent (5%) of the license fees for the period covered by such audit, Licensee shall pay interest thereon from the date such payment was originally due at a rate equal to the lesser of one hundred ten percent (110%) of the Prime Rate and the maximum rate permitted by applicable law. If such error is in excess of ten percent (10%) of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due plus interest in accordance with the previous sentence, pay to Licensor (i) the reasonable, out-of-pocket costs and expenses incurred by Licensor in connection with any such audit, and (ii) reasonable outside attorneys fees actually incurred by Licensor in enforcing the collection thereof. In the event that the rate of interest set forth in this Section exceeds the maximum permitted legal interest rate, such rate shall be automatically reduced to the maximum permitted legal interest rate, and all other terms and conditions of this Agreement shall remain in full force and effectconfidentiality herein.

Audit. During (a) Muzak or its representatives may, upon giving Licensee 30 days' (or 10 days' in the Term case of an audit following a request for Muzak's consent to a transfer under Article XII hereof) written notice, enter the premises of Licensee (and of any person doing business [an "affiliated person"] controlling, controlled by or under common control with Licensee) during normal business hours for two years thereafter, Licensee shall keep inspection and maintain complete and accurate books audit of account the business and records at its principal place of business in connection with each of the Included Programs and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During such record retention period, upon thirty (30) business days’ notice, and no more than once per calendar year, Licensor shall have the right during business hours to audit and check at Licensee’s principal place of business, Licensee’s books and records, including relevant electronic data and systems data, pertaining to the accuracy of the statements and other financial information delivered to Licensor by Licensee and the amount of the license fees paid or payable hereunder. The exercise by Licensor of any right to audit or the acceptance by Licensor of any statement or payment, whether or not the subject of an audit, shall not bar Licensor from thereafter asserting a claim for any balance due, and Licensee shall remain fully liable for any balance due under the terms of this Agreementsuch affiliated person, provided that Licensor may only such inspection and audit any particular record once. If an examination establishes an error in shall be no more extensive than is required to verify that none of Licensee’s computation of license fees due with respect 's or such affiliated person's revenues should have been reported as Gross Xxxxxxxx or as charges for Recorded Media and Adjunct Services and that Licensee's payments to the Included Programs, Licensee shall immediately pay the amount of any underpayment. If the underpayment is in excess of five percent (5%) of the license fees for the period covered by such audit, Licensee shall pay interest thereon from the date such payment was originally due at a rate equal to the lesser of one hundred ten percent (110%) of the Prime Rate and the maximum rate permitted by applicable law. If such error is in excess of ten percent (10%) of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due plus interest Muzak have been properly computed in accordance with the previous sentenceprovisions of Article VI of this Agreement. Licensee shall cooperate with any such inspection and audit. Muzak shall not assess Licensee for amounts found, as a result of such audit, to be owing hereunder if such amounts derive from a reporting period that ended more than two years prior to the date such audit commenced, provided that Licensee has not knowingly maintained false books or records, or knowingly submitted false reports to Muzak. (b) During any audit hereunder, Muzak or its representatives (at Muzak's cost and expense) may make mechanical copies of only those books and records of Licensee that are necessary for the verification of Licensee's statements and accountings to Muzak and were physically examined as part of the audit. Muzak shall take reasonable precautions to safeguard the confidentiality of such copies and shall destroy any such copies upon the mutually-confirmed completion of the audit and payment in full of any royalties and other charges determined to be owing to Muzak as a result of the audit. Nothing contained herein shall be construed as in any way limiting Muzak's right manually to copy or make abstracts of Licensee's or any affiliated person's books and records or to make any notes or the like whatsoever; provided, however, that such manual copies or abstracts (and any copies thereof) shall be destroyed upon the mutually- confirmed completion of the audit. (c) In the event that any audit conducted by or on behalf of Muzak results in a determination that there has been either an underpayment or overpayment of the amounts due Muzak hereunder, then within 30 days after such determination, Licensee or Muzak, as the case may be, shall pay to Licensor (i) the reasonableother the amount of such underpayment or overpayment; provided, out-of-pocket costs and expenses incurred by Licensor however, that in connection with the event that Licensee disputes the results of any such audit, and (ii) reasonable outside attorneys fees actually incurred the parties shall attempt to resolve the matter by Licensor in enforcing conducting a new audit under the collection thereofjoint supervision of their respective independent certified public accountants. In the event that such new audit resolves the rate dispute, the cost of interest set forth in this Section exceeds the maximum permitted legal interest rate, such rate each party's independent certified public accountants shall be automatically reduced borne by the respective party. In the event that such new audit fails to resolve the maximum permitted legal interest ratedispute, the matter shall be resolved by arbitration under the rules of the American Arbitration Association, and the losing party shall pay both parties' entire costs of the second audit. (d) If it is determined as a result of an audit that there has been an underpayment of seventeen percent (l7%) or more of the amounts due Muzak for any given calendar year, Licensee shall pay to Muzak, within thirty (30) days after such determination and in addition to all other terms amounts due under this Agreement, a penalty equal to fifteen percent (15%) of the underpayment for that year. The foregoing remedies shall be in addition to any other remedies Muzak may have for such underpayment. (e) Muzak and conditions Licensee shall confirm, at the conclusion of this Agreement the audit and following payment of any monies found owing as a result of the audit, that such audit has been completed and that the periods audited shall remain in full force not be audited again absent a showing that Licensee knowingly maintained false books and effectrecords for such period.

Audit. During So long as there is no Event of Default under this Lease whereby Tenant owes Landlord more than one month’s Base Rent or Additional Rent, Tenant shall have the Term and for two years thereafter, Licensee shall keep and maintain complete and accurate right to conduct an audit of Landlord’s books of account and records at relating to Operating Expenses during the immediately preceding two (2) calendar years, provided that Tenant delivers to Landlord written notice of its principal place of business in connection with each intent to audit within (a) ninety (90) days after receipt by Tenant of the Included Programs and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies Reconciliation Statement for either of the statements referred to in Article 16 two (2) years or (b) one hundred twenty (120) days after expiration of this ScheduleLease. During Tenant must complete such record retention period, upon thirty audit within one hundred twenty (30120) business days’ noticedays after the date of Tenant’s notice of intent to audit, and may audit no more than once per calendar yearyear except as otherwise provided herein. Tenant’s audit shall be conducted by Tenant or an agent of Tenant (who shall not be employed or engaged on a contingency basis, Licensor shall have the right in whole or in part) during regular business hours to audit at a reasonable time and check place at Licensee’s principal place of business, Licensee’s the Property. Landlord shall maintain its books and recordsrecords in a condition capable of being audited by Tenant for a period of at least five (5) years from the date of delivery of the applicable Reconciliation Statement (or any supplement or correction thereto). The results of Tenant’s audit shall be provided to Landlord within ten (10) Business Days after the completion of the inspection. If Landlord desires to contest the result of Tenant’s inspection, including relevant electronic data and systems dataLandlord may do so within ten (10) Business Days of its receipt of the inspection results, pertaining by submitting the results of the inspection to binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, to be conducted by a single arbitrator with not less than ten (10) years’ experience in arbitrating issues related to commercial real estate leases. If the audit report or arbitration establishes that the amount Landlord charged Tenant for Tenant’s Pro Rata Share of Operating Expenses was greater than the amount this Article 4 obligates Tenant to pay, Landlord shall refund the excess amount to Tenant, together with interest on the excess amount at the rate per annum that is three percent (3%) higher than the prime rate of interest publicly announced by Xxxxx Fargo Bank or its successor from time to time (“Prime Rate”) (computed from the date of Landlord’s Reconciliation Statement) within thirty (30) days after Landlord receives a copy of the audit report or the arbitration is completed. If the audit report or arbitration establishes that the amount Landlord charged Tenant for Tenant’s Pro Rata Share of Operating Expenses was less than the amount this Article 4 obligates Tenant to pay, Tenant will pay to Landlord, as Additional Rent subject to the accuracy provisions of Section 4.5, the statements and other financial information delivered to Licensor by Licensee difference between the amount Tenant paid and the amount determined in the audit or arbitration, together with interest on the underpaid amount at the Prime Rate, within thirty (30) days after Landlord receives a copy of the license fees paid or payable hereunder. The exercise by Licensor of any right to audit report or the acceptance by Licensor of any statement or payment, whether or not the subject of an audit, shall not bar Licensor from thereafter asserting a claim for any balance due, and Licensee shall remain fully liable for any balance due under the terms of this Agreement, provided that Licensor may only audit any particular record once. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of any underpaymentarbitration is completed. If the underpayment is in excess audit establishes that the amount Landlord charged Tenant for Tenant’s Pro Rata Share of five Operating Expenses exceeded the amount this Article 4 obligates Tenant to pay by three percent (53%) of the license fees for the period covered by such auditor more, Licensee shall pay interest thereon from the date such payment was originally due at a rate equal to the lesser of one hundred ten percent (110%) of the Prime Rate and the maximum rate permitted by applicable law. If such error is in excess of ten percent (10%) of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due plus interest in accordance with the previous sentence, pay to Licensor either (i) Landlord does not contest the reasonableresult of the audit or (ii) Landlord does contest the results of the audit and the results of the arbitration affirm that the amount Landlord charged Tenant for Tenant’s Pro Rata Share of Operating Expenses exceeded the amount this Article 4 obligates Tenant to pay by three percent (3%) or more, then Landlord shall, within ten (10) Business Days of receipt of written request accompanied by documentation reasonably satisfactory to Landlord, reimburse Tenant for the reasonable out-of-pocket pocket, third party costs and expenses incurred by Licensor Tenant in conducting the audit. In the case of arbitration, the non-Prevailing Party shall pay to the Prevailing Party all attorneys’ fees and costs as provided in Section 24.18 of this Lease. The arbitrator shall have the exclusive, reasonable authority to determine which party was the prevailing party in the arbitration. Tenant must keep all information it obtains in any audit strictly confidential, may only use such information for the limited purpose this Section 4.6 describes and for Tenant’s own account, and shall not be discussed with nor disclosed to any third party, except for disclosures required by applicable law, court rule or order, or in connection with any litigation or arbitration involving Landlord or Tenant. (a) Landlord shall notify Tenant of any necessary or appropriate correction or adjustment of Operating Expenses reflected on any previously given Reconciliation Statement, within thirty (30) days after Landlord learns of the facts supporting such auditcorrection or adjustment. If Landlord fails to notify Tenant of a correction or adjustment to a previously given Reconciliation Statement within two (2) years after the Reconciliation Statement has been delivered to Tenant and such correction or adjustment would increase the amount payable by Tenant, then, in any such case, Landlord shall have waived its right to thereafter correct the calculation of Operating Expenses for the year in question and/or adjustment with respect to Landlord calculation set forth on such Reconciliation Statement shall be final (except with respect to any manifest error or intentional misconduct by Tenant), provided that, with respect to Taxes, Landlord shall not be time-barred from delivering a correction to its calculation of Taxes if such correction is made due to a change in Taxes assessed to the Project by the applicable governmental authority after the Reconciliation Statement, in which case Landlord shall have an additional 180 days from receipt of such assessment to deliver notice of a correction to the previously given Reconciliation Statement. If Tenant fails to notify Landlord that Tenant intends to audit Landlord’s calculation of Operating Expenses within two (2) years after the later of the date of a Reconciliation Statement thereof or the correction or adjustment thereof has been delivered to Tenant, or, if Tenant fails to conclude its audit or inspection within two (2) years after the later of the date that the Reconciliation Statement or the correction or adjustment thereof has been delivered to Tenant, then, in any such case, Tenant shall have waived its right to object to the calculation of Operating Expenses for the year in question and the calculation set forth on such Reconciliation Statement shall be final (except with respect to any manifest error or intentional misconduct by Landlord) provided that, with respect to a change in the Taxes, Tenant shall not be time-barred from contesting its calculation of the change in the Taxes within two (2) years from the date Tenant receives written notice of a change in Taxes assessed to the Project. (b) If the Tenant has commissioned an independent audit of Operating Expenses, and the result of the audit reflects an overpayment by Tenant, and Landlord thereafter elects to arbitrate such findings, then Tenant shall not be in default under this Lease for failing to pay such “Additional Rent” if it elects not to continue to pay the amount the auditor ascertained was an overcharge during the pendency of such arbitration, so long as Tenant pays any shortfall within the time period required under this Article 4 following the conclusion of the arbitration. (iic) reasonable outside attorneys fees actually incurred by Licensor in enforcing the collection thereof. In the event If Tenant’s audit of Operating Expenses shows that the rate calculation of interest set forth Operating Expenses in this Section exceeds any particular category is in error by more than three percent (3%) for more than one calendar year, then Tenant shall have the maximum permitted legal interest rateright, such rate shall be automatically reduced on written notice to Landlord, to conduct an audit of Operating Expenses for three (3) additional years prior to the maximum permitted legal interest rate, and all other terms and conditions of this Agreement shall remain in full force and effectterm initially audited by Tenant.

Audit. During the Term and for two years thereafter, Licensee a) Ligand shall keep and maintain complete and accurate books of account and records at its principal place of business in connection with each of the Included Programs and pertaining make reasonable efforts to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During such record retention period, upon thirty (30) business days’ notice, and no more than once per calendar year, Licensor shall have the right during business hours to audit and check at Licensee’s principal place of business, Licensee’s books and records, including relevant electronic data and systems data, pertaining to confirm the accuracy of the statements milestone and royalty reports it receives from GSK in connection with sales of Eltrombopag, other financial Products or Combination Products under the GSK Agreement, and LGD-4665 [***]. To the extent that any underpayments by GSK are found as a result of Ligand’s review, [***] Ligand shall pay Rockefeller its share of the underpayments, calculated pursuant to Sections 1.3, 1.4 and 1.5 of this Settlement Agreement. b) Ligand shall maintain for not less than [***] ([***]) years from the date of creation, complete and accurate Financial Records and information delivered relating to Licensor sales of Eltrombopag, other Products or Combination Products under the GSK Agreement, and LGD-4665. Upon written request by Licensee Rockefeller, not more than once in a calendar year and at Rockefeller’s expense, Rockefeller shall be entitled and Ligand shall permit an independent certified accountant selected by Rockefeller and reasonably acceptable to Ligand to have access during normal business hours to those Financial Records and such other information that the auditor determines may be reasonably necessary to verify the accuracy of the quarterly royalty reports provided to Rockefeller under Section 1.7 and the calculations therein, provided that such access shall be limited to prevent the disclosure of any third party confidential information. Ligand will use diligent efforts to confirm with GSK that any of its relevant confidential information can be provided to Rockefeller and its independent certified accountant. The independent certified accountant shall disclose to Rockefeller whether the quarterly royalty reports are correct or not and specify whether the amounts paid to Rockefeller pursuant thereto were correct or, if incorrect, the amount of any discrepancy. If the independent certified accountant’s report shows any underpayment, Ligand shall pay the amount of the license fees paid or payable hereunder. The exercise by Licensor of any right underpayment to audit or Rockefeller within 30 days after Rockefeller delivers to Ligand its independent certified accountant’s written report indicating the acceptance by Licensor of any statement or payment, whether or not the subject of an audit, shall not bar Licensor from thereafter asserting a claim for any balance due, and Licensee shall remain fully liable for any balance due under the terms of this Agreement, provided that Licensor may only audit any particular record once. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of any underpayment. If the such underpayment is in excess of five exceeds [***] percent (5[***]%) of the license fees total amount owed for the period covered by calendar year then being audited, Ligand will pay for the reasonable and necessary fees and expenses of such independent certified accountant performing the audit, Licensee shall pay interest thereon from the date such payment was originally due at a rate equal subject to the lesser of one hundred ten percent (110%) of the Prime Rate and the maximum rate permitted by applicable law. If such error is in excess of ten percent (10%) of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due plus interest in accordance with the previous sentence, pay to Licensor (i) the reasonable, out-of-pocket costs and expenses incurred by Licensor in connection with any such audit, and (ii) reasonable outside attorneys fees actually incurred by Licensor in enforcing the collection substantiation thereof. In the event that the rate of interest set forth in this Section exceeds the maximum permitted legal interest rate, such rate shall be automatically reduced to the maximum permitted legal interest rate, and all other terms and conditions of this Agreement shall remain in full force and effect.

Audit. During i. Roomlinx shall permit Hyatt or its designated representative (the Term “Auditor”) reasonable access to any of Roomlinx’ or its agents’ or subcontractors’ premises, personnel and for relevant records as may be reasonably required in order to (y) fulfill any legally enforceable request by any government departments and regulatory, statutory and other entities, committees and bodies which, whether under statute, rules, regulations, codes of practice or otherwise, are entitled by any applicable law to supervise, regulate, investigate or influence the matters dealt with in this Agreement or any other affairs of Hyatt; or (z) undertake verification that Roomlinx is complying with this Data Privacy and Protection Provision. Hyatt agrees that such audits shall be conducted no more than two years thereafter(2) times per year. ii. Hyatt shall use reasonable endeavors to ensure that the conduct of each audit does not unreasonably disrupt Roomlinx or delay the provision of services by Roomlinx and that, Licensee shall keep and maintain complete and accurate books of account and records at its principal place of business in connection where possible, individual audits are coordinated with each of other to minimize any disruption. Roomlinx shall provide Hyatt or the Included Programs Auditor with all reasonable co-operation, access and pertaining assistance in relation to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Scheduleeach audit. During such record retention period, upon thirty Roomlinx shall provide at least five (305) business days’ noticenotice of its intention to conduct an audit unless such audit is conducted in respect of a suspected fraud, and in which event no more than once per calendar year, Licensor notice shall have the right during business hours to audit and check at Licensee’s principal place of business, Licensee’s books and records, including relevant electronic data and systems data, pertaining to the accuracy of the statements and other financial information delivered to Licensor by Licensee and the amount of the license fees paid or payable hereunderbe required. The exercise by Licensor of any right to audit or the acceptance by Licensor of any statement or payment, whether or not the subject of an audit, Parties shall not bar Licensor from thereafter asserting a claim for any balance due, and Licensee shall remain fully liable for any balance due under the terms of this Agreement, provided that Licensor may only audit any particular record once. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of any underpayment. If the underpayment is in excess of five percent (5%) of the license fees for the period covered by such audit, Licensee shall pay interest thereon from the date such payment was originally due at a rate equal to the lesser of one hundred ten percent (110%) of the Prime Rate and the maximum rate permitted by applicable law. If such error is in excess of ten percent (10%) of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due plus interest in accordance with the previous sentence, pay to Licensor (i) the reasonable, out-of-pocket bear their own costs and expenses incurred by Licensor in connection respect of compliance with their obligations under this clause, unless the audit identifies a material default of Roomlinx in complying with its obligations under this Data Privacy and Protection Provision, in which case Roomlinx shall reimburse Hyatt for all its reasonable costs incurred in the course of the audit. iii. If an audit identifies that: that Roomlinx is failing to comply, in a material respect, with any such auditof its obligations under this Data Privacy and Protection Provision, and (ii) reasonable outside attorneys fees actually incurred by Licensor in enforcing the collection thereof. In the event that the rate of interest set forth in this Section exceeds the maximum permitted legal interest rate, such rate shall be automatically reduced without prejudice to the maximum permitted legal interest rateother rights and remedies of Hyatt, and all other terms and conditions of this Agreement Roomlinx shall remain in full force and effecttake the reasonably necessary steps to comply with its obligations at no additional cost to Hyatt. iv. The Parties may agree that a third party report or certification (e.g., a SSAE 16 type report) provided by Roomlinx will satisfy the above audit requirements.

Audit. During (i) The payment by Tenant of any of Tenant’s Additional Rental or other Rent charged to Tenant hereunder pursuant to this Lease shall not preclude Tenant from questioning the Term accuracy of any statement provided by Landlord provided such question is submitted within the applicable time limits set forth in this Lease. (ii) Landlord shall provide to Tenant in substantial detail each year the calculations performed to determine Tenant’s Operating Expenses Amount for the Project in accordance with the applicable provisions of this Lease. Landlord shall show the total Operating Expenses by account for the Project and for two years thereafterall adjustments corresponding to the requirements as set forth herein. Landlord shall also provide in reasonable detail its calculation of Tenant’s Additional Rental or other Rent charged to Tenant hereunder. (iii) Provided Tenant is not in default under the terms of this Lease (including the payment by Tenant of Tenant’s Additional Rental within the time period specified in Section 2.3.3) and subject to this paragraph, Licensee shall keep and maintain complete and accurate books of account and records Tenant, at its principal place of business in connection with each of the Included Programs and pertaining to Licensee’s compliance with the terms hereofsole expense, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During such record retention period, upon thirty (30) business days’ notice, and no more than once per calendar year, Licensor shall have the right once per calendar year during business hours the Term to employ a certified public accountant (on an hourly not a contingent fee arrangement) to audit and check at Licensee’s principal place of business, LicenseeLandlord’s books and records, including relevant electronic data relating to Tenant’s Additional Rental as well as other Rent payable by Tenant pursuant to this Lease to ensure that Landlord is complying with the applicable Lease provisions. This audit must take place on a mutually agreeable date during reasonable business hours at Landlord’s office at the address stated above and systems data, pertaining to the accuracy only after Tenant has given Landlord at least ten (10) business days prior written notice of the date and time Tenant desires to commence such audit. Landlord agrees to maintain all applicable records until the expiration of Tenant’s rights to audit said records. If Tenant elects to exercise this right, Tenant must do so within twelve (12) months after the date Landlord delivers to Tenant the statements and other financial information delivered described in Section 2.3.3 or Tenant shall be deemed to Licensor by Licensee and have accepted the amount of Tenant’s Additional Rental or other Rent charged to Tenant hereunder as presented by Landlord. If Tenant elects to audit Landlord’s books and records, Landlord shall have the license fees paid or payable hereunder. The exercise by Licensor of any right to deliver to Tenant an audit or of the acceptance Operating Expenses for the immediately preceding calendar year prepared by Licensor an accounting firm of any statement or payment, whether or not the subject of an national prominence. If Tenant elects to proceed with such audit, shall not bar Licensor and such audit reflects a difference from thereafter asserting a claim for any balance due, and Licensee shall remain fully liable for any balance due under the terms Landlord’s calculation of this Agreement, provided that Licensor may only audit any particular record once. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of any underpaymentTenant’s Additional Rental or other Rent charged to Tenant hereunder, the parties will attempt to reconcile their respective calculations. If the underpayment is such audit indicates that there has been an overstatement in excess of five percent (5%) Landlord’s calculation of the license fees for the period covered by amount of Tenant’s Additional Rental or other Rent charged to Tenant hereunder, Landlord shall, within ten (10) days after its receipt of such audit, Licensee shall pay interest thereon from the date such refund any excess payment was originally due at a rate equal of Tenant’s Additional Rental or other Rent charged to the lesser of one hundred ten percent (110%) Tenant hereunder to Tenant. If in fact there has been an overstatement in Landlord’s calculation of the Prime Rate and the maximum rate permitted by applicable law. If such error is in excess amount of ten percent (10%) Tenant’s Additional Rental or other Rent charged to Tenant hereunder of such license fees due for the period covered by such audit$50,000 or more, Licensee shall, then in addition to making immediate payment refunding any excess payments of Tenant’s Additional Rental or other Rent charged to Tenant hereunder made by Tenant, Landlord shall reimburse Tenant for the additional license fees due plus interest in accordance with the previous sentence, pay to Licensor (i) the reasonable, out-of-pocket reasonable costs and expenses incurred by Licensor Tenant in connection with causing such audit to be performed specifically excluding any such auditcosts based on a contingent fee arrangement. If in fact there has been an understatement in Landlord’s calculation of the amount of Tenant’s Additional Rental or other Rent charged to Tenant hereunder, and (ii) reasonable outside attorneys fees actually incurred by Licensor in enforcing Tenant shall pay the collection thereofamount of the understatement to Landlord. In the event an audit reveals the overstatement or understatement of Landlord’s calculation of the amount of Tenant’s Additional Rental or other Rent charged to Tenant hereunder, Landlord or Tenant as applicable, may request the audit of the item or items giving rise to such error for the two (2) calendar years preceding the year which is the subject of the audit. In addition to the foregoing, if any audit by Landlord or its agents indicates that the rate amount of interest set forth in this Section exceeds Tenant’s Additional Rental or other Rent charged to Tenant hereunder paid for any calendar year was greater than the maximum permitted legal interest rateamount of Tenant’s Additional Rental or other Rent charged to Tenant hereunder charged by Landlord, Landlord shall refund any excess payment of Tenant’s Additional Rental or other Rent charged to Tenant hereunder within ten (10) days after its receipt of such rate shall be automatically reduced to the maximum permitted legal interest rate, and all other terms and conditions of this Agreement shall remain in full force and effectaudit.

Audit. During the Term and for two years thereafter, Licensee shall keep and maintain complete all relevant information and accurate books of account and records documents at its principal place of business in connection with each of the Included Programs and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, reporting and payment obligations under this Agreement and copies of the statements referred to in Article 16 15 of this Schedule. During such record retention period, upon thirty the Term and for a period of one (301) business days’ notice, and no more than once per calendar year, year thereafter Licensor shall have the right to engage an accounting firm (which shall be an independent representative and which the parties acknowledge includes Sargoy Xxxxx Xxxxx & Xxxxxxx LLP, Pricewaterhouse Coopers LLP, KPMG LLP and Ernst & Young LLP) during normal business hours to audit and check at Licensee’s principal place of business, Licensee’s books and records, including relevant electronic data and systems data, records pertaining to the accuracy of the statements and other financial information delivered to Licensor by Licensee and the amount of the license fees paid or payable hereunder. The exercise by ; provided, however, that Licensor of any right to audit or the acceptance by Licensor of any statement or payment, whether or not the subject of an audit, shall not bar Licensor from thereafter asserting a claim for be entitled to conduct more than one such audit in any balance due, and Licensee shall remain fully liable for any balance due under the terms of this Agreement, provided that Licensor may only audit any particular record oncetwelve (12) month period. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of any underpayment. If , and if the underpayment is in excess of five percent (5%) of the license fees for the period covered by such auditor more, Licensee shall pay the License Fees plus interest thereon from the date such payment was originally due at a rate equal to the lesser of one hundred ten two percent (1102%) of plus the Prime Rate and the maximum rate permitted by applicable law. If such error is in excess of ten percent (10%) of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due plus interest in accordance with the previous sentence, pay to Licensor (i) the reasonable, reasonable out-of-pocket third party costs and expenses incurred by Licensor in connection with for any such audit, and (ii) reasonable outside out-of-pocket attorneys fees actually incurred by Licensor in enforcing the collection thereof. In the event that the rate of interest set forth in this Section exceeds the maximum permitted legal interest rate, such rate shall be automatically reduced to the maximum permitted legal interest rate, and all other terms and conditions of this Agreement shall remain in full force and effect. Licensor’s claims related to an audit shall be waived if Licensor fails to make any claim based on such audit within twelve (12) months after the completion of the audit; provided, however, that the auditor has timely received all relevant information and documents requested from Licensee.

Audit. During The University may, itself or using a third party agent, audit the Term and for two years thereafter, Licensee shall keep and maintain complete and accurate books of account and records of Licensee upon [***] advance written notice specifying any time of day during Licensee’s business hours (or if Licensee has no set business hours then during the hours of 8AM to 4PM) at its principal Licensee’s place of business for the purpose of verifying Licensee’s reports and compliance by Licensee in connection all other respects with each this Agreement. No such audits shall be conducted hereunder more frequently than once every [***] nor shall University be permitted to repeat an audit of books for a period previously audited unless: (i) there is reason to believe that any of the Included Programs and pertaining circumstances described in Section 9.02 has occurred; or (ii) with respect to a repeat audit, Licensee has undergone a restatement of its records for that period. Notwithstanding the foregoing, Licensee will grant University, or its auditor, access to all of Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During such record retention period, upon thirty (30) business days’ notice, and no more than once per calendar year, Licensor shall have the right during business hours to audit and check at Licensee’s principal place of business, Licensee’s books and records, including relevant electronic data and systems data, pertaining records for all prior periods to the accuracy extent necessary to perform a proper audit. If any audit identifies an underpayment by Licensee, Licensee will promptly pay the underpayment to University including interest as provided for in Section 4.03. If any audit identifies an overpayment by Licensee, Licensee may deduct such overpayment from the next scheduled payments due University until such overpayment has been recovered by Licensee. If any audit leads to the discovery of the statements and other financial information delivered to Licensor an underpayment by Licensee and the amount of the license fees paid or payable hereunder. The exercise by Licensor in respect of any right Calendar Quarter of [***] between amounts due in respect of such quarter and amounts reported to audit be due by Licensee in its quarterly report for such quarter or the acceptance by Licensor of any statement or payment, whether or not the subject of an audit, shall not bar Licensor from thereafter asserting otherwise reveals a claim for any balance due, and Licensee shall remain fully liable for any balance due under the terms previously undisclosed material breach of this Agreement, provided that Licensor may only audit any particular record once. If an examination establishes an error in Licensee’s computation Licensee will, within [***] after written notice from the University, reimburse the University for all of license fees due with respect its costs related to the Included Programsaudit. Otherwise, any audit will be at the University’s expense. Licensee shall immediately will, in any event and without regard to the size of the discrepancy, [***] pay to the University the amount of any previous underpayment. If the underpayment is in excess of five percent (5%) of the license fees for the period covered by such audit, Licensee shall pay including interest thereon from the date time such payment amount was originally due at a rate equal to the lesser of one hundred ten percent (110%) of the Prime Rate and the maximum rate permitted by applicable law. If such error is until paid in excess of ten percent (10%) of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due plus interest full in accordance with Section 4.03. Any audit conducted pursuant to this Section 5.05 will be conducted, at University’s option, by the previous sentenceUniversity itself or by an auditor selected by University and reasonably acceptable to the Licensee. For the avoidance of any doubt, pay University’s right to Licensor (i) audit books under this Section 5.05 applies to all Affiliates that sell Licensed Products or practice Licensed Processes and to all Sublicensees to the reasonablesame extent that it applies to Licensee. Failure by Licensee, out-of-pocket costs and expenses incurred by Licensor in connection with any such audit, and (ii) reasonable outside attorneys fees actually incurred by Licensor in enforcing the collection thereof. In the event that the rate of interest an Affiliate or a Sublicensee to permit University to conduct an audit as set forth in this Section exceeds 5.05 will [***] give University the maximum permitted legal interest rate, right to suspend the non-compliant party’s rights under the Patent Rights and/or Copyright until such rate shall be automatically reduced time as said party becomes compliant with this Section 5.05. University’s right to audit Licensee’s books in accordance with this Section 5.05 will extend for [***] after the maximum permitted legal interest rate, and all other terms and conditions expiration or termination of this Agreement shall remain in full force for any reason. With respect to any University’s rights under a continuing Sublicense under Sections 2.03(A) and effect2.03(E), University’s right to audit the Sublicensee’s books will extend for [***] after the expiration or termination of said Sublicense for any reason.

Audit. During Financial Records under this Agreement shall be open during reasonable business hours for a period of two (2) years from creation of individual records for examination. Upon the Term and for two years thereafterwritten request of Licensor but not more often than once each year, at Licensor’s expense, Licensee shall keep permit an independent public accounting firm of national prominence selected by Licensor and maintain complete and accurate books of account and records at its principal place of business in connection with each of the Included Programs and pertaining acceptable to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred Licensee to in Article 16 of this Schedule. During such record retention period, upon thirty (30) business days’ notice, and no more than once per calendar year, Licensor shall have the right access during normal business hours to audit and check at Licensee’s principal place those records of business, Licensee’s books and records, including relevant electronic data and systems data, pertaining to Licensee as may be reasonably necessary for the sole purpose of verifying the accuracy of the statements Net Sales report and other financial information delivered to Licensor royalty calculation conducted by Licensee and the amount of the license fees paid or payable hereunder. The exercise by Licensor of any right pursuant to audit or the acceptance by Licensor of any statement or payment, whether or not the subject of an audit, shall not bar Licensor from thereafter asserting a claim for any balance due, and this Agreement. (a) Licensee shall remain fully liable for any balance due under the terms of include in each sublicense or Commercialization agreement entered into by it pursuant to this Agreement, a provision requiring, among others, the Sublicensee or Commercialization partner to keep and maintain adequate Financial Records pursuant to such sublicense or Commercialization agreement and to grant access to such records by the aforementioned independent public accountant for the reasons specified in this Agreement. (b) The report prepared by such independent public accounting firm, a copy of which shall be sent or otherwise provided to Licensee by such independent public accountant at the same time as it is sent or otherwise provided to Licensor, shall contain the conclusions of such independent public accountant regarding the audit and will specify that the amounts paid to Licensor may only audit any particular record once. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programspursuant thereto were correct or, Licensee shall immediately pay if incorrect, the amount of any underpayment or overpayment. (c) If such independent public accounting firm’s report shows any underpayment. If , Licensee shall remit or shall cause its Sublicensees or Commercialization partners to remit to Licensor within 30 days after Licensee’s receipt of such report, (i) the amount of such underpayment is in excess of and (ii) if such underpayment exceeds five percent (5%) of the license fees total amount owed for the period covered by Calendar Year then being audited, the reasonable and necessary fees and expenses of such independent public accountant performing the audit, subject to reasonable substantiation thereof. If such independent public accounting firm’s report shows any overpayment, Licensee shall pay interest thereon from the date such payment was originally due at receive a rate credit equal to such overpayment against the lesser of one hundred ten percent (110%) of the Prime Rate and the maximum rate permitted by applicable law. If such error is in excess of ten percent (10%) of such license fees due for the period covered by such audit, Licensee shall, in addition royalty otherwise payable to making immediate payment of the additional license fees due plus interest in accordance with the previous sentence, pay to Licensor (i) the reasonable, out-of-pocket costs and expenses incurred by Licensor in connection with any such audit, and (ii) reasonable outside attorneys fees actually incurred by Licensor in enforcing the collection thereof. In the event that the rate of interest set forth in this Section exceeds the maximum permitted legal interest rate, such rate shall be automatically reduced to the maximum permitted legal interest rate, and all other terms and conditions of this Agreement shall remain in full force and effectLicensor.

Audit. During RFSP (or RFSP’s designee) shall have the Term and for two years thereafterright, Licensee shall keep and maintain complete and accurate books from time to time at reasonable times during normal business hours through an independent certified accountant, to examine the records of account and records at its principal place of business in connection with each of the Included Programs and pertaining to Licensee’s compliance with the terms hereofPharmasset, including, without limitation, copies sales invoice registers, sales analysis reports, original invoices, inventory records, price lists, sublicense and distributor agreements, accounting general ledgers, and sales tax returns, in order to verify the calculation of any Royalties or other payments. Such examination and verification procedures shall not occur more than once each twelve (12) month period during the statements referred to in Article 16 Term and the twelve (12) month period immediately following termination of this ScheduleAgreement. During Before permitting such record retention periodindependent certified accountant to have access to such books and records, Pharmasset may require that such independent certified accountant sign a confidentiality agreement (in form and substance reasonably acceptable to Pharmasset) as to any confidential information which is to be provided to such independent certified accountant or to which such independent certified accountant will have access, while conducting the examination and verification under this Section 5.8. The independent certified accountant will prepare and provide to each Party a written report stating whether the royalty reports submitted and Royalties paid are correct or incorrect and the details concerning any discrepancies which report and amounts owed shall be final and binding upon the Parties. Such independent certified accountant may not reveal to RFSP (or its designee) any Confidential Information learned in the course of such examination and verification other than the amount of any such discrepancies. In the event there was an underpayment by Pharmasset hereunder, Pharmasset shall promptly (but in no event later than thirty (30) business days’ noticedays after RFSP’s receipt of the independent certified accountant’s report) pay to RFSP the shortfall amount. In the event there was an overpayment by Pharmasset hereunder, RFSP shall promptly (but in no event later than thirty (30) days after RFSP’s receipt of the independent certified accountant’s report) refund to Pharmasset or credit to future Royalties, at RFSP’s option, the excess amount. RFSP (or its designee) shall be responsible for the fees and no expenses of performing such examination and verification, provided, however, that if such examination and verification reveals an underpayment by Pharmasset of more than once per calendar year, Licensor shall have the right during business hours to audit and check at Licensee’s principal place of business, Licensee’s books and records, including relevant electronic data and systems data, pertaining to the accuracy of the statements and other financial information delivered to Licensor by Licensee and the amount of the license fees paid or payable hereunder. The exercise by Licensor of any right to audit or the acceptance by Licensor of any statement or payment, whether or not the subject of an audit, shall not bar Licensor from thereafter asserting a claim for any balance due, and Licensee shall remain fully liable for any balance due under the terms of this Agreement, provided that Licensor may only audit any particular record once. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of any underpayment. If the underpayment is in excess of five percent (5%) of the license fees ), or any overpayment, for the period covered by such auditany quarter examined, Licensee shall pay interest thereon from the date such payment was originally due at a rate equal to the lesser of one hundred ten percent (110%) of the Prime Rate and the maximum rate permitted by applicable law. If such error is in excess of ten percent (10%) of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due plus interest in accordance with the previous sentence, pay to Licensor (i) the reasonable, out-of-pocket costs and expenses incurred by Licensor in connection with any such audit, and (ii) reasonable outside attorneys fees actually incurred by Licensor in enforcing the collection thereof. In the event that the rate of interest set forth in this Section exceeds the maximum permitted legal interest rate, such rate Pharmasset shall be automatically reduced to the maximum permitted legal interest rate, responsible for such fees and all other terms and conditions of this Agreement shall remain in full force and effectexpenses.

Audit. During the Term and for two years thereafter, Licensee shall keep and maintain complete and accurate books of account and records at its principal place of business in connection with each of the Included Programs and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During such record retention period, upon thirty A. Upon ten (3010) business days’ notice' prior written notice to SYSCO and a participating SYSCO company, ARAMARK may conduct an audit (including verification of such participating SYSCO company's cost and no prices) of any or all participating SYSCO companies, as more than once per calendar yearfully provided in this Section, Licensor shall have ARAMARK's notice to SYSCO will state: 1. The participating SYSCO company or companies subject to the right during business hours to audit audit. 2. The date, time and check at Licensee’s principal place of business, Licensee’s books and records, including relevant electronic data and systems data, pertaining audit. 3. The dates of the pricing periods to be audited. 4. The items to be audited. B. ARAMARK will audit for a period not to exceed prior to the accuracy of date the statements and other financial information delivered audit commences (collectively, the "Audit Documents"). Items to Licensor by Licensee and the amount of the license fees paid or payable hereunder. The exercise by Licensor of any right to audit or the acceptance by Licensor of any statement or paymentbe audited will not exceed line items, whether or not listed items in SYSCO's price order guides. C. At the subject time of the audit, ARAMARK will have access to the Audit Documents for all items being audited. D. In addition to the Audit documents, SYSCO will make available prior to the date on which SYSCO's Cost and the price of a product is established, SYSCO will also make available for the dates and pricing periods for which prices established by SYSCO or any participating SYSCO company are to be audited. E. SYSCO also agrees that, upon notification of an audit, shall each participating SYSCO company which is the subject of the audit will utilize ARAMARK's format if requested to do so. An example of ARAMARK's format is attached as Exhibit "B." If (1) such participating SYSCO company does not bar Licensor from thereafter asserting a claim for any balance dueutilize ARAMARK's audit format and procedures or does not provide reports or other documents requested by ARAMARK, and Licensee shall remain fully liable for any balance due under or (2) . ARAMARK reserves the terms of this Agreementright to re-audit at its discretion, provided where audit results are unsatisfactory. In that Licensor event, ARAMARK may only audit any particular record once. If review issued an examination establishes an error in Licensee’s computation of license fees due with respect additional prior to the Included Programsaudit period if such documentation is available. Furthermore, Licensee shall immediately pay the amount of any underpayment. If the underpayment is in excess of five percent (5%) of the license fees for the period covered ARAMARK may review additional line items and additional materials, which will be provided by such audit, Licensee shall pay interest thereon from the date such payment was originally due at a rate equal to the lesser of one hundred ten percent (110%) of the Prime Rate and the maximum rate permitted by applicable law. If such error is in excess of ten percent (10%) of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due plus interest in accordance with the previous sentence, pay to Licensor (i) the reasonable, out-of-pocket costs and expenses incurred by Licensor in connection with any such audit, and (ii) reasonable outside attorneys fees actually incurred by Licensor in enforcing the collection thereof. In the event that the rate of interest set forth in this Section exceeds the maximum permitted legal interest rate, such rate shall be automatically reduced to the maximum permitted legal interest rate, and all other terms and conditions of this Agreement shall remain in full force and effectSYSCO upon ARAMARK's request.

Audit. During In the Term event of any Production Cost Price Adjustment or other price increase or credit pursuant to Section 6.2 with respect to any Supplied Product or Intermediate Supplied Product, Purchaser may perform an audit of Producer’s records directly associated with such Production Cost Price Adjustment or other increase or credit, if notice of such audit is provided within three months after the Production Cost Price Adjustment or other increase has become effective (or, in the case of quarterly payments or credit based on variance from Unit Production Cost, within three months after notice of such increase or credit is delivered to Purchaser). Purchaser may use independent auditors, who may participate fully in such audit. If an audit is proposed with respect to information which Producer wishes not to disclose to Purchaser (“Restricted Information”), then on the written demand of Producer, the individuals conducting the audit with respect to Restricted Information will be limited to the independent auditors of Purchaser. Such independent auditors shall enter into an agreement with the parties under which such independent auditors shall agree to maintain the confidentiality of the information obtained during the course of such audit (including an agreement to not share such information with Purchaser) and establishing what information such auditors will be permitted to disclose to report the results of any audit of Restricted Information to the party requesting the audit. Any such audit shall be conducted during regular business hours and in a manner that does not interfere unreasonably with Producer’s operations. Each audit shall begin upon the date specified in a Notice given by Purchaser to Producer a minimum of 30 days prior to the commencement of the audit; provided that, if the date so specified shall conflict with a regulatory inspection or audit, plant shutdown or other similar event, the parties shall cooperate to establish a mutually agreeable commencement date. Such audit shall be performed diligently and in good faith and shall be completed within 30 days of the commencement thereof; provided that, to the extent that Purchaser’s compliance with such timeframe for two years thereafter, Licensee shall keep and maintain complete and accurate books of account and records at its principal place of business completion is not feasible due to Producer’s failure to provide timely access to documentation reasonably requested by Purchaser in connection with each such audit, such 30 day period shall be extended as reasonably necessary. Any undisputed overpayment or underpayment of amounts due under this Agreement determined by this Section 6.6 shall be due and payable to the Included Programs and pertaining to Licensee’s compliance with other party by the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During party owing such record retention period, upon amount within thirty (30) business days’ notice, and no more than once per calendar year, Licensor days after notice of such audit finding. Purchaser shall have bear the right during business hours to full cost of such audit and check at Licensee’s principal place of business, Licensee’s books and records, including relevant electronic data and systems data, pertaining to unless in the accuracy of the statements and other financial information delivered to Licensor by Licensee and the amount of the license fees paid or payable hereunder. The exercise by Licensor of event that any right to audit or the acceptance by Licensor of any statement or payment, whether or not the subject of an audit, shall not bar Licensor from thereafter asserting performed hereunder results in a claim for any balance due, and Licensee shall remain fully liable for any balance due under the terms of this Agreement, provided that Licensor may only audit any particular record once. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of any underpayment. If the underpayment is in excess decrease of five percent (5%) of or more in any amount due Producer hereunder, then Producer shall be obligated to pay the license fees for the period covered by such audit, Licensee shall pay interest thereon from the date such payment was originally due at a rate equal to the lesser of one hundred ten percent (110%) of the Prime Rate and the maximum rate permitted by applicable law. If such error is in excess of ten percent (10%) of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due plus interest in accordance with the previous sentence, pay to Licensor (i) the reasonable, out-of-pocket audit costs and expenses incurred by Licensor in connection with paid to any Third Party auditor engaged to conduct such audit up to a maximum amount of $250,000; provided that any such audit, and (ii) reasonable outside attorneys Third Party auditor’s fees actually incurred by Licensor in enforcing the collection thereofshall have been on an hourly or flat fee basis without a contingency or other performance or bonus fee. In the event that the rate of interest set forth in this Section exceeds the maximum permitted legal interest rateProducer bears any audit costs hereunder, such rate costs shall not be automatically reduced to incorporated into the maximum permitted legal interest rate, and all other terms and conditions of this Agreement shall remain in full force and effectcalculations for the Production Cost.

Audit. During the Term and for two years thereafter, Licensee shall keep and maintain complete and accurate books of account and records at its principal place of business in connection with each of the Included Programs and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During such record retention periodLicensor may, upon thirty (30) business days’ notice, and no more than once per calendar yearduring a one (1) year period, Licensor shall have upon ten (10) Business Days prior written notice, and during the right during regular business hours of Licensee, have a accountant from one of the top four international accounting firms (i.e., Ernst & Young, Deloitte, Pricewaterhousecoopers, KPMG) (the “Auditor”) conduct an audit of such records for the sole purpose of verifying the payments made to audit and check at Licensor. The Auditor shall be required to sign a confidentiality agreement with respect to Licensee’s principal place of business, records being examined or obtained. Licensor acknowledges that Licensee’s books and records, including relevant electronic data and systems data, pertaining to the accuracy of the statements and other financial information delivered to Licensor by Licensee records and the amount reports and results of any audit contain the license fees paid confidential information of Licensee, and Licensor will not use or payable hereundercommunicate to others any facts or information obtained as a result of an audit permitted under this Agreement except to prosecute a claim for payment. The exercise by Licensor of any right to audit or the acceptance by Licensor of any statement or payment, whether or not the subject of an audit, shall not bar Licensor from thereafter asserting a claim for any balance due, and Licensee shall remain fully liable for any balance due under the terms of this Agreement, provided that Licensor may only audit any particular record once. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of any underpayment. If the underpayment is in excess of five percent (5%) of the license fees for the period covered by such audit, Licensee shall pay plus interest thereon from the date such payment was originally due at a rate equal to the lesser of one hundred ten percent (110%) of the Prime Rate and the maximum rate permitted by applicable law. If such error is in excess of ten percent (10%) 5% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due plus interest in accordance with the previous sentence, pay to Licensor (i) the reasonable, out-of-pocket costs and expenses incurred by Licensor in connection with for any such audit, and (ii) reasonable outside attorneys fees actually incurred by Licensor in enforcing the collection thereof. In the event that the rate of interest set forth in this Section exceeds the maximum permitted legal interest rate, such rate shall be automatically reduced to the maximum permitted legal interest rate, and all other terms and conditions of this Agreement shall remain in full force and effect.

Audit. During the Term and for two years thereafter, Licensee Respondus shall keep and maintain complete and accurate books records and information to demonstrate its compliance with this DPA and shall make such records available for audit by Licensee or any regulatory authority having jurisdiction. In particular, Respondus shall respond to written audit questions submitted by Licensee or the Licensee’s designated auditor related to Respondus’ processing and protection of account Licensee Data. Licensee shall not exercise this right more than one time per year, and records all audits shall be performed at its principal place Licensee’s expense. At all times during the Term, Licensee will have the ability to access the Licensee Data. Respondus will retain Licensee Data for the period of business time described in connection with each the Documentation. If the subscription is terminated, Respondus will disable Licensee’s access to the Licensee Data. Access can be restored within the retention period by reinstating a valid subscription. The Licensee Data will be deleted at the end of the Included Programs retention period, unless Respondus is permitted or required by applicable law, or authorized under this DPA, to retain such data. Upon completion of the processing-related services and/or upon termination of all Processing activities, for any reason, and pertaining to in any case, no later than the expiry date of this Appointment, and contingent upon the request of the Licensee’s compliance , Respondus shall destroy all Personal Data processed on behalf of the Licensee, unless a further period of time is provided for the storage of Personal Data under a provision of applicable law. Upon request, Respondus shall provide a written statement confirming the erasure of the Licensee Data along with the terms hereof, including, without limitation, erasure all existing copies of the statements referred to in Article 16 Licensee Data, within and no later than 7 (seven) days from the deletion of this Schedulethe Licensee Data. During such record retention period, upon thirty (30) business days’ noticeRespondus will provide at least the same level of protection for the Licensee Data as is required under the Privacy Shield, and shall promptly notify Licensee if it makes a determination that it can no more than once per calendar yearlonger provide this level of protection. In such event, Licensor shall have or if Licensee otherwise reasonably believes that Respondus is not protecting the right during business hours to audit and check at Licensee’s principal place of business, Licensee’s books and records, including relevant electronic data and systems data, pertaining to the accuracy of the statements and other financial information delivered to Licensor by Licensee and the amount of the license fees paid or payable hereunder. The exercise by Licensor of any right to audit or the acceptance by Licensor of any statement or payment, whether or not the subject of an audit, shall not bar Licensor from thereafter asserting a claim for any balance due, and Licensee shall remain fully liable for any balance due Data as required under the terms of this Agreement, provided that Licensor may only audit any particular record once. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included ProgramsPrivacy Shield, Licensee shall immediately pay the amount of any underpayment. If the underpayment is in excess of five percent (5%) of the license fees for the period covered by such audit, Licensee shall pay interest thereon from the date such payment was originally due at a rate equal to the lesser of one hundred ten percent (110%) of the Prime Rate and the maximum rate permitted by applicable law. If such error is in excess of ten percent (10%) of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due plus interest in accordance with the previous sentence, pay to Licensor (i) the reasonable, out-of-pocket costs and expenses incurred by Licensor in connection with any such audit, and (ii) reasonable outside attorneys fees actually incurred by Licensor in enforcing the collection thereof. In the event that the rate of interest set forth in this Section exceeds the maximum permitted legal interest rate, such rate shall be automatically reduced to the maximum permitted legal interest rate, and all other terms and conditions of this Agreement shall remain in full force and effect.may either:

Audit. During the Term and for two years thereafter, Licensee shall keep and maintain complete and accurate books of account and records at its principal place of business in connection with each of the Included Programs and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements reports referred to in Article 16 Clause 15 hereof for a period of two (2) years after termination or expiration of this ScheduleAgreement. During such record retention periodLicensor shall have the right, upon thirty (30) business days’ notice, and exercisable no more than once per calendar year, on no less than five (5) days written notice to Licensee, and at a time and place to be mutually agreed upon by Licensor shall have the right during business hours and Licensee, to audit and check at Licensee’s principal place of business, Licensee’s books and records, including relevant electronic data and systems data, records pertaining to the accuracy of the statements and other financial information delivered to Licensor by Licensee and the amount of the license fees License Fees paid or payable hereunder. The exercise by Licensor of any right to audit or the acceptance by Licensor of any statement or payment, whether or not the subject of an audit, shall not bar Licensor from thereafter asserting a claim for any balance due, and Licensee shall remain fully liable for any balance due under the terms of this Agreement, provided that Licensor may only audit any particular record once. If the good faith undisputed results of an examination establishes an error in Licensee’s computation of license fees License Fees due with respect to the Included Programs, Licensee shall immediately pay the amount of any underpayment. If the underpayment is in excess of five percent (5%) of the license fees for the period covered by such audit, Licensee shall pay plus interest thereon from the date such payment was originally due at a rate equal to the lesser of one hundred ten percent (110%) 2% above the prime rate of the Prime Rate and interest announced by Bank of America at such time or the maximum rate permitted by applicable law. If such error is in excess of ten percent (10%) % of such license fees License Fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees License Fees due plus interest in accordance with the previous sentence, pay to Licensor (i) the reasonable, out-of-pocket costs and expenses incurred by Licensor in connection with for any such audit, and (ii) reasonable outside attorneys attorney’s fees actually incurred by Licensor in enforcing the collection thereof. In the event that the rate of interest set forth in this Section exceeds the maximum permitted legal interest rate, such rate shall be automatically reduced to the maximum permitted legal interest rate, and all other terms and conditions of this Agreement shall remain in full force and effect[#Re-instated.]

Audit. During As soon as is reasonably practical after each Operating Year, Landlord shall provide Tenant with a statement (a “Statement”) setting forth the Term and actual ultimate Additional Rent for two years thereafterthe subject Operating Year. If Tenant disputes the amount set forth in a given Statement, Licensee Tenant shall keep and maintain complete and accurate have the right, at Tenant's sole expense, to cause Landlord's books of account and records at its principal place with respect to the particular Operating Year that is the subject of business in connection with each of that particular Statement to be audited (the Included Programs “Audit”) by a certified public accountant mutually acceptable to Landlord and pertaining Tenant (the “Accountant”), provided Tenant (i) has not defaulted under this Lease and failed to Licensee’s compliance with cure such default on a timely basis and (ii) delivers written notice (an “Audit Notice”) to Landlord on or prior to the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During such record retention period, upon date that is thirty (30) business days’ noticedays after Landlord delivers the Statement in question to Tenant (such 30-day period, the “Response Period”). If Tenant fails to timely deliver an Audit Notice with respect to a given Statement, then Tenant's right to undertake an Audit with respect to that Statement and the Operating Year to which that particular Statement relates shall automatically and irrevocably be waived and such Statement shall be final and binding upon Tenant and shall, as between the parties, be conclusively deemed correct. If Tenant timely delivers an Audit Notice, Tenant must commence such Audit within thirty (30) days after the Audit Notice is delivered to Landlord, and no more the Audit must be completed within thirty (30) days of the date on which it is begun. If Tenant fails, for any reason other than once per calendar yearLandlord’s lack of cooperation, Licensor to commence and complete the Audit within such periods, the Statement that Tenant elected to Audit shall have be deemed final and binding upon Tenant and shall, as between the right during business hours to audit and check parties, be conclusively deemed correct. The Audit shall take place at Licensee’s principal place the offices of business, Licensee’s Landlord where its books and recordsrecords are located, including relevant electronic data and systems dataat a mutually convenient time during Landlord's regular business hours. Before conducting the Audit, pertaining to Tenant must pay the accuracy of the statements and other financial information delivered to Licensor by Licensee and the full amount of the license fees Additional Rent billed under the Statement then in question. Tenant hereby covenants and agrees that the Accountant engaged by Tenant to conduct the Audit shall be compensated on an hourly basis and shall not be compensated based upon a percentage of overcharges it discovers. If an Audit is conducted in a timely manner, such Audit shall be deemed final and binding upon Landlord and Tenant and shall, as between the parties, be conclusively deemed correct. If the results of the Audit reveal that the actual ultimate Additional Rent does not equal the aggregate amount of the estimated Additional Rent actually paid or payable hereunder. The exercise by Licensor of any right Tenant to audit or Landlord during the acceptance by Licensor of any statement or payment, whether or not Operating Year that is the subject of the Audit, the appropriate adjustment shall be made between Landlord and Tenant, and any payment required to be made by Landlord or Tenant to the other shall be made within thirty (30) days after the Accountant’s determination. In no event shall this Lease be terminable nor shall Landlord be liable for damages based upon any disagreement regarding an audit, adjustment of the Additional Rent. Tenant agrees that the results of any Audit shall be kept strictly confidential by Tenant and shall not bar Licensor from thereafter asserting a claim for be disclosed to any balance due, and Licensee shall remain fully liable for any balance due under the terms of this Agreement, provided that Licensor may only audit any particular record once. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of any underpayment. If the underpayment is in excess of five percent (5%) of the license fees for the period covered by such audit, Licensee shall pay interest thereon from the date such payment was originally due at a rate equal to the lesser of one hundred ten percent (110%) of the Prime Rate and the maximum rate permitted by applicable law. If such error is in excess of ten percent (10%) of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due plus interest in accordance with the previous sentence, pay to Licensor (i) the reasonable, out-of-pocket costs and expenses incurred by Licensor in connection with any such audit, and (ii) reasonable outside attorneys fees actually incurred by Licensor in enforcing the collection thereof. In the event that the rate of interest set forth in this Section exceeds the maximum permitted legal interest rate, such rate shall be automatically reduced to the maximum permitted legal interest rate, and all other terms and conditions of this Agreement shall remain in full force and effectperson or entity.

Audit. During the Term Shionogi shall and for two years thereafter, Licensee Shionogi shall cause its Affiliates and Sublicensees to keep and maintain complete and accurate books of account and records at its principal place of business in connection with each of the Included Programs underlying revenue and pertaining expense data relating to Licenseethe calculations of Net Sales and payments as are necessary to ascertain Shionogi’s compliance with this Agreement, including such records that are necessary to verify royalty payments owed. Amylin shall have the terms hereofright, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During such record retention period, upon thirty (30) business days’ notice, at its own expense and no more than once per calendar year, Licensor to have an independent, certified public accountant, selected by Amylin and reasonably acceptable to Shionogi, review all such records upon reasonable notice (which shall be no less than thirty (30) days prior written notice) and during regular business hours and under obligations of strict confidence, for the sole purpose of verifying the basis and accuracy of payments required and made under this Agreement within the prior thirty-six (36) month period. No calendar year may be audited more than one time. Notwithstanding the foregoing, in the event that Shionogi restates its earnings, and such restatement would impact the royalty due to Amylin for any period(s) previously audited, or Shionogi revises a report or makes a further payment for a period for which a report or payment was previously provided or due to Amylin under Section 5.5, which report or payment reflects a material change in the amount of royalties due for the prior period and Amylin has previously audited such period, then Amylin shall have the right during business hours to re-audit and check at Licensee’s principal place the affected time period(s) solely with respect to verifying the effect, if any, such restatement or revision has on royalties due with respect to such period(s). Shionogi shall receive a copy of business, Licensee’s books and records, including relevant electronic data and systems data, pertaining each audit report promptly from Amylin. Should the inspection lead to the accuracy discovery of the statements and other financial information delivered a discrepancy to Licensor by Licensee and Amylin’s detriment, Shionogi shall pay the amount of the license fees paid or payable hereunder. The exercise by Licensor of any right to audit or the acceptance by Licensor of any statement or payment, whether or not the subject of an audit, discrepancy within thirty (30) days after being notified thereof Amylin shall not bar Licensor from thereafter asserting a claim for any balance due, and Licensee shall remain fully liable for any balance due under the terms of this Agreement, provided that Licensor may only audit any particular record once. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount full cost of any underpayment. If the underpayment inspection unless the discrepancy is in excess of greater than five percent (5%) of ), in which case Shionogi shall pay to Amylin the license fees for the period covered actual cost charged by such audit, Licensee shall pay interest thereon from the date accountant for such payment was originally due at a rate equal to the lesser of one hundred ten percent (110%) of the Prime Rate and the maximum rate permitted by applicable law. If such error is in excess of ten percent (10%) of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due plus interest in accordance with the previous sentence, pay to Licensor (i) the reasonable, out-of-pocket costs and expenses incurred by Licensor in connection with any such audit, and (ii) reasonable outside attorneys fees actually incurred by Licensor in enforcing the collection thereof. In the event that the rate of interest set forth in this Section exceeds the maximum permitted legal interest rate, such rate shall be automatically reduced to the maximum permitted legal interest rate, and all other terms and conditions of this Agreement shall remain in full force and effectinspection.

Audit. During (a) At the Term reasonable request, and for two years thereaftersole expense, Licensee shall keep and maintain complete and accurate books of account and records at its principal place of business in connection with each of the Included Programs and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During such record retention period, upon Licensor within thirty (30) Business Days after receiving the royalty payment pursuant to Section 4.1 hereof, Licensees shall permit an independent certified public accountant designated by Licensor and reasonably acceptable to Licensees (the “Auditor”), to access Licensees’ records maintained pursuant to Section 4.4 upon not less than five (5) Business Days' prior written notice to Licensees and during Licensees’ normal business dayshours solely for the purpose of verifying the royalty payments remitted hereunder. The Auditor must conduct such audit in a manner designed to minimize disruption of Licensees’ noticenormal business operations. All information and materials made available to or otherwise obtained or prepared by or for the Auditor in connection with such audit will be deemed Licensees’ Confidential Information and will be subject to the Auditor’s entry, prior to conducting the audit, into a written agreement with Licensees containing confidentiality and no restricted use obligations at least as restrictive as those set out in Section 7 hereof. Notwithstanding the foregoing, Licensees shall not be required to provide access to or otherwise provide information in respect of Licensees’ records to the extent such information are protected by HIPAA. Licensor may not exercise this right more than once per calendar year, and the Auditor may only disclose to Licensor shall have the right during business hours to audit and check at Licensee’s principal place of business, Licensee’s books and records, including relevant electronic data and systems data, pertaining information limited to the accuracy of the statements and other financial information report delivered to Licensor by Licensee pursuant to Section 4.1 and any deficiency in the amount royalty payment made, or any overpayment. Licensor shall not compensate the Auditor (in whole or in part) contingent on the outcome of the license fees paid or payable hereunderaudit. (b) Licensor shall provide to Licensees a copy of the Auditor's audit report within two (2) Business Day of Licensor's receipt of the report. If the report shows that royalty payments made by Licensees are deficient, Licensees shall pay Licensor the deficient amount within five (5) Business Days after Licensees’ receipt of the audit report. If the report shows that payments made by Licensees are in excess of the required royalty payment, Licensor shall return any such excess amount to Licensees within five (5) Business Days after Licensor’s receipt of the audit report. (c) The failure of Licensor to exercise by Licensor of any right its rights under Section 4.5(a) within thirty (30) Business Days after receiving the royalty payment pursuant to audit or the Section 4.1 shall be deemed acceptance by Licensor of any statement or payment, whether or not the subject of an audit, shall not bar Licensor from thereafter asserting a claim for any balance due, and Licensee shall remain fully liable for any balance due under the terms of this Agreement, provided that Licensor may only audit any particular record once. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of any underpayment. If the underpayment is in excess of five percent (5%) accuracy of the license fees for the period covered by such audit, Licensee shall pay interest thereon from the date such payment was originally due at a rate equal to the lesser of one hundred ten percent (110%) of the Prime Rate report and the maximum rate permitted royalty payment made by applicable law. If such error is in excess of ten percent (10%) of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due plus interest Licensees in accordance with the previous sentence, pay to Licensor (i) the reasonable, out-of-pocket costs and expenses incurred by Licensor in connection with any such audit, and (ii) reasonable outside attorneys fees actually incurred by Licensor in enforcing the collection thereof. In the event that the rate of interest set forth in this Section exceeds the maximum permitted legal interest rate, such rate shall be automatically reduced to the maximum permitted legal interest rate, and all other terms and conditions of this Agreement shall remain in full force and effect4.1 hereof.

Audit. During The Borrower shall, and shall cause the Term Servicer, the Custodian and for two years thereafterthe Parent to, Licensee shall keep permit each Lender, the Administrative Agent or their duly authorized representatives, attorneys or auditors during ordinary business hours and maintain complete and accurate books of account and records at its principal place of business in connection with each of the Included Programs and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During such record retention period, upon thirty three (303) business days’ Business Days written notice, to visit the offices thereof and no to inspect the Collateral and the Collateral Packages, and the related accounts, records and computer systems, software and programs used or maintained by the Borrower, the Servicer, the Parent or the Custodian, as the case may be at such times as such Lender or the Administrative Agent may reasonably request, using auditors and/or accountants selected by such Lender or the Administrative Agent in its sole and absolute discretion (a “Collateral Audit”) and the Borrower shall enable the Insurance Consultant to seek and receive from the related Issuing Insurance Companies any verifications of coverage related to the Pledged Policies as often as the Administrative Agent may request the Insurance Consultant to do so (though not more frequently than once per calendar yearmonth unless an Event of Default or Unmatured Event of Default has occurred and is continuing). Unless an Event of Default or an Unmatured Event of Default has occurred and is continuing, Licensor a Collateral Audit under this Section 9.1(i) may be conducted not more frequently than once per month. The Borrower shall have promptly on demand reimburse the right during business hours to audit and check at Licensee’s principal place of business, Licensee’s books and records, including relevant electronic data and systems data, pertaining to the accuracy of the statements and other financial information delivered to Licensor by Licensee Administrative Agent and the amount of the license fees paid or payable hereunder. The exercise by Licensor of any right to audit or the acceptance by Licensor of any statement or payment, whether or not the subject of an audit, shall not bar Licensor from thereafter asserting a claim Lenders for any balance due, and Licensee shall remain fully liable for any balance due under the terms of this Agreement, provided that Licensor may only audit any particular record once. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of any underpayment. If the underpayment is in excess of five percent (5%) of the license fees for the period covered by such audit, Licensee shall pay interest thereon from the date such payment was originally due at a rate equal to the lesser of one hundred ten percent (110%) of the Prime Rate and the maximum rate permitted by applicable law. If such error is in excess of ten percent (10%) of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due plus interest in accordance with the previous sentence, pay to Licensor (i) the reasonable, out-of-pocket all costs and expenses incurred by Licensor or on behalf of the Administrative Agent and the Lenders in connection with any Collateral Audit and their ongoing review and Insurance Consultant’s ongoing review of the documents related to the Pledged Policies, including without limitation the documents on the FTP Site; provided, however, if no Event of Default or Unmatured Event of Default has occurred and is continuing, no more than one Collateral Audit per year shall be at the expense of the Borrower (all other Collateral Audits in a year being at the expense of the Lenders) and the total expenses incurred by or on behalf of the Borrower related to a Collateral Audit (including any reimbursements actually made by the Borrower to the Lenders and the Administrative Agent in connection with such auditCollateral Audit), a Servicer Collateral Audit, enabling the Insurance Consultant to receive any verifications of coverage, information requests described in Section 9.1(cc) and audits conducted pursuant to Section 13.8(a)(iv), in each case, excluding any internal and third-party costs and expenses incurred in the ordinary course by or on behalf of the Borrower, shall be limited to no more than $2,200 for each Pledged Policy (or if such Pledged Policy is a Small Face Policy and payment of Premiums in respect of such Pledged Policy are made on an annual basis, $500 for each such Pledged Policy) (as adjusted annually for inflation or such higher amount if such higher amount is the Insurance Consultant’s reasonably determined prevailing market cost in the industry for such Collateral Audits or ongoing reviews of the type in question as adjusted for changes in audit standards) during the shorter of (i) the prior twelve (12) month period and (ii) reasonable outside attorneys fees actually incurred by Licensor in enforcing the collection thereofperiod of time commencing on the most recent Advance Date and ending on the date of such Collateral Audit, verification of coverage, information request or audit, as applicable. In Upon instructions from the event that Administrative Agent, the rate of interest set forth in this Section exceeds Borrower shall, and shall cause the maximum permitted legal interest rate, such rate shall be automatically reduced Servicer (and the Administrative Agent may cause the Custodian) to release any document related to any Collateral to the maximum permitted legal interest rateAdministrative Agent. If an Event of Default or Unmatured Event of Default has occurred and is continuing, the Administrative Agent, at the Borrower’s expense, shall have the right to conduct a Collateral Audit at any time and all other terms and conditions of this Agreement shall remain in full force and effectas often the Administrative Agent determines is necessary or desirable.

Audit. During The Agency shall maintain Records in respect of all expenditure that is reimbursable by the Client under this Agreement. The Agency will allow the Client by its own personnel or by an Independent Auditor access to all the Records during the Term and for two years thereafter[six (6) / twelve (12)] months afterwards provided: Records do not include confidential financial, Licensee shall keep and maintain complete and accurate books of account and payroll, personnel or other confidential records at its principal place of business in connection with each of the Included Programs and pertaining Agency that do not relate directly to Licenseethe Client; the purpose of such an audit of Records is solely for the purpose of auditing the Agency’s compliance with this Agreement and not for the terms hereof, including, without limitation, copies purpose of fee negotiation or the collation by any means of planning information; the Client and the Agency shall meet together and if relevant with the Independent Auditor not less than [three (3) Business Days] prior to the commencement of any audit and will agree the scope of the statements referred audit; [the Independent Auditor (where relevant) is remunerated by the Client solely on a time-spent basis and not by way of commission which is related to money “saved” or “reclaimed” as a result of the audit itself; ] any such access for the purposes of auditing or otherwise inspecting the Records shall be on not less than [fourteen (14) days] written notice at any time during normal business hours provided that, in Article 16 the absence of this Schedule. During exceptional circumstances, the Agency shall not be obliged to allow such record retention period, upon thirty (30) business days’ notice, and no access or inspection more than once per calendar yearduring any twelve (12) month period unless the Client has reasonable grounds to suspect that fraudulent activity has occurred; and all audit costs will be borne by the Client, Licensor [including the reasonable costs of the Agency incurred during the audit.] Should any audit or inspection of the Records by the Client reveal that the Client has been overcharged, the Agency shall have the right during business hours to audit and check at Licensee’s principal place of business, Licensee’s books and records, including relevant electronic data and systems data, pertaining reimburse to the accuracy of the statements and other financial information delivered to Licensor by Licensee and Client the amount of the license fees paid or payable hereunder. The exercise by Licensor of any right to audit or overcharge within [fourteen (14) days] [and if the acceptance by Licensor of any statement or paymentAgency has been underpaid, whether or not the subject of an audit, Client shall not bar Licensor from thereafter asserting a claim for any balance due, and Licensee shall remain fully liable for any balance due under the terms of this Agreement, provided that Licensor may only audit any particular record once. If an examination establishes an error in Licensee’s computation of license fees due with respect pay to the Included Programs, Licensee shall immediately pay Agency the amount of any underpayment. If the underpayment is within [fourteen (14) days]]. The Agency will afford to the Client all reasonable assistance in excess the carrying out of five percent (5%) such audit. The Client will procure that its personnel and the Independent Auditor keep any information obtained in the course of the license fees audit concerning the Agency’s business in the strictest confidence and the Client will procure that such information is not used for any purpose other than the period covered by such audit, Licensee shall pay interest thereon from the date such payment was originally due at a rate equal to the lesser of one hundred ten percent (110%) proper conduct of the Prime Rate audit. Advertising Standards Both parties acknowledge that they have a responsibility to comply with all Advertising Regulations. The parties will co-operate with each other in ensuring that suitable objective factual product and other information is available as required to satisfy the maximum rate permitted by requirements of any applicable law. If such error is in excess of ten percent (10%) of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due plus interest in accordance with the previous sentence, pay to Licensor (i) the reasonable, out-of-pocket costs and expenses incurred by Licensor in connection with any such audit, and (ii) reasonable outside attorneys fees actually incurred by Licensor in enforcing the collection thereof. In the event that the rate of interest set forth in this Section exceeds the maximum permitted legal interest rate, such rate shall be automatically reduced to the maximum permitted legal interest rate, and all other terms and conditions of this Agreement shall remain in full force and effectAdvertising Regulation.

Audit. During the Term and for two years thereafter, Licensee shall keep and maintain complete and accurate books of account and records at its principal place of business in connection with each of the Included Programs and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During such record retention period, upon thirty Upon ten (3010) business daysBusiness Days’ notice, and no more than once per calendar yeareach twelve (12) month period, Licensor shall have the right during business hours to audit and check at Licensee’s principal place of business, Licensee’s books and records, including relevant electronic data and systems data, records pertaining to the accuracy of the statements and other financial information delivered to Licensor by Licensee and the amount of the license fees paid or payable hereunder. The exercise by Licensor of any right to audit or the acceptance by Licensor of any statement or payment, whether or not the subject of an audit, shall not bar Licensor from thereafter asserting a claim for any balance due, and Licensee shall remain fully liable for any balance due under the terms of this Agreement, provided that Licensor may only audit any particular record once. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of any underpayment. If the underpayment is in excess of five percent (5%) of the license fees for the period covered by such audit, Licensee shall pay plus interest thereon from the date such payment was originally due at a rate equal to the lesser of one hundred ten percent (110%) of the Prime Rate and the maximum rate permitted by applicable law. If such error is in excess of ten five percent (105%) of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due plus interest in accordance with the previous sentence, pay to Licensor (i) the reasonable, out-of-pocket costs and expenses incurred by Licensor in connection with any such audit, and (ii) reasonable outside attorneys fees actually incurred by Licensor in enforcing the collection thereof. In the event that the rate of interest set forth in this Section exceeds the maximum permitted legal interest rate, such rate shall be automatically reduced to the maximum permitted legal interest rate, and all other terms and conditions of this Agreement shall remain in full force and effect. [Prime rate is not established in our PPV and VOD agreement.]

Audit. During Tenant or its representative shall have the Term and for two years thereafterright to examine such records upon reasonable prior notice specifying such records Tenant desires to examine, Licensee shall keep and maintain complete and accurate books of account and during normal business hours at the place or places where such records at its principal place of business in connection with each are normally kept by sending such notice no later than forty-five (45) days following the furnishing of the Included Programs Statement. Tenant may take exception to matters included in Taxes or Operating Expenses, or Landlord's computation of Tenant's Prorata share of either, by sending notice specifying such exception and pertaining the reasons therefore to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During such record retention period, upon Landlord no later than thirty (30) business days’ noticedays after Landlord makes such records available for examination. Such statement shall be considered final, except as to matters to which exception is taken after examination of Landlord's records in the foregoing manner and within the foregoing times. Tenant acknowledges that Landlord's ability to budget and incur expenses depends on the finality of such Statement, and no accordingly agrees that time is of the essence of this Paragraph. If Tenant takes exception to any matter contained in the Statement as provided herein, Tenant shall refer the matter to an independent certified public accountant approved by Landlord, whose certification as to the proper amount shall be final and conclusive as between Landlord and Tenant. Tenant shall promptly pay the cost of such certification unless such certification determines that Tenant was overbilled by more than once per calendar year, Licensor 2% in which case Landlord shall have pay for the right during business hours certification up to audit and check at Licensee’s principal place a limit of business, Licensee’s books and records, including relevant electronic data and systems data, pertaining to the accuracy of the statements and other financial information delivered to Licensor by Licensee and the amount of the license fees paid or payable hereunder$3,000. The exercise by Licensor Pending resolution of any right such exceptions in the foregoing manner, Tenant shall continue paying Tenant's Prorata Share of Taxes and Operating Expenses in the amounts determined by Landlord, subject to audit or the acceptance by Licensor of any statement or payment, whether or not the subject of an audit, shall not bar Licensor from thereafter asserting a claim for any balance due, and Licensee shall remain fully liable for any balance due under the terms of this Agreement, provided that Licensor may only audit any particular record once. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of any underpayment. If the underpayment is in excess of five percent (5%) of the license fees for the period covered by such audit, Licensee shall pay interest thereon from the date such payment was originally due at a rate equal to the lesser of one hundred ten percent (110%) of the Prime Rate and the maximum rate permitted by applicable law. If such error is in excess of ten percent (10%) of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due plus interest in accordance with the previous sentence, pay to Licensor (i) the reasonable, out-of-pocket costs and expenses incurred by Licensor in connection with adjustment after any such auditexceptions are so resolved. IF A DISCREPANCY IS FOUND PER PARAGRAPH 6(g), and (ii) reasonable outside attorneys fees actually incurred by Licensor in enforcing the collection thereofOPERATING EXPENSES SHALL BE ADJUSTED REFLECTING EITHER THE UNDER- OR OVER-PAYMENT OF OPERATING EXPENSES. In the event that the rate of interest set forth in this Section exceeds the maximum permitted legal interest rate, such rate shall be automatically reduced to the maximum permitted legal interest rate, and all other terms and conditions of this Agreement shall remain in full force and effectLANDLORD'S AND TENANT'S RIGHTS AND OBLIGATIONS UNDER THIS SECTION SHALL SURVIVE THE END OF THE LEASE TERMS OR ANY EARLIER TERMINATION OF THE LEASE PER TERMS AND CONDITIONS STATED IN THIS PARAGRAPH 6(g).

Audit. During the Term and for two years thereafter, Licensee (a) Investor shall keep and maintain complete and accurate cause its books of account and records at its principal place to be audited within three (3) months, or such longer period of business in connection time as the Minister of Finance may approve, after the close of each Fiscal Year by an independent auditor (which shall be a reputable international accounting firm or, with each the prior written approval of the Included Programs and pertaining to Licensee’s Ministry of Finance, an internationally affiliated Liberian auditing firm, selected by Investor), selected in compliance with the terms hereof, including, without limitation, copies requirements of the Liberian Institute of Certified Public Accountants Act. Investor shall furnish to Government a copy of the annual financial statements referred to in Article 16 of this Scheduleduly certified by said auditor and any management letters or similar communications within a period prescribed by Law. During such record retention period, upon thirty (30) business days’ notice, and no more than once per calendar year, Licensor Government shall have the right during business hours freely to discuss with the said auditor the results of the audit and check certification. Investor shall make said auditors available at Licensee’s principal place its expense to Government and shall take all reasonable measures to ensure that said auditor shall cooperate fully in such discussions. The foregoing shall not in any way imply acceptance of businessany such audit or certification by Government or preclude Government from auditing such books of account as provided by Law; provided, Licensee’s books and recordshowever, including relevant electronic data and systems datathat Government shall provide Investor with a copy of any such audit within forty-five (45) days of receipt. Once Government has audited any book of accounts, pertaining to the accuracy of the financial statements and other financial information delivered to Licensor by Licensee thus audited shall be considered acceptable and the amount of the license fees paid or payable hereunder. The exercise by Licensor of any right audit results binding and conclusive as to audit or the acceptance by Licensor of any statement or paymentits findings. (b) In case Investor underpays its income tax liability, whether or not the subject of an audit, shall not bar Licensor from thereafter asserting a claim for any balance due, and Licensee shall remain fully liable for any balance which is due under in accordance with the terms of this AgreementAgreement and Law, Government shall assess such interest and penalties as prescribed by Law. In case Investor overpays its income tax liability, it shall be entitled to reimbursement as provided that Licensor by Law. Investor may only audit elect pursuant to section 72 of the Code to have any particular record oncesuch reimbursement credited against any present or future Taxes and Duties due to Government by Investor. (c) Investor shall keep comprehensive copies of its own books and records in Liberia at all times. If an examination establishes an error in LicenseeIn case a review of Investor’s computation of license fees due with respect to the Included Programsown books or records, Licensee shall immediately pay the amount or books and records of any underpayment. If the underpayment Affiliate, outside of Liberia is in excess of five percent (5%) of the license fees for the period covered by such audit, Licensee shall pay interest thereon from the date such payment was originally due at a rate equal to the lesser of one hundred ten percent (110%) of the Prime Rate and the maximum rate permitted by applicable law. If such error is in excess of ten percent (10%) of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due plus interest in accordance with the previous sentence, pay to Licensor (i) the reasonable, out-of-pocket costs and expenses incurred by Licensor required in connection with any such auditInvestor performance of this Agreement, and (ii) reasonable outside attorneys fees actually incurred by Licensor in enforcing the collection thereof. In the event that the rate of interest set forth in this Section exceeds the maximum permitted legal interest rate, such rate Government shall be automatically reduced given access to inspect such books and records upon eight (8) days prior written notice to Investor. Investor shall cooperate to provide Government with copies of the information, books and records needed to complete the audit. If any of Investor’s books or records is kept outside of Liberia and Government deems is necessary to review such books and records and to perform any part of such audit outside of Liberia, the cost of associated travel shall be borne by Investor. Investor shall bear both the reasonable travel cost of a reasonable number of auditors selected by Government to travel to the maximum permitted legal interest rateplace where such information, books and all other terms records may be obtained and conditions their accommodation costs for a reasonable amount of this Agreement shall remain in full force and effecttime necessary to complete the review.

Audit. 8.1 During the Term and for two years one (1) year thereafter, Licensee Licensor shall keep and maintain complete and accurate books of account and records at its principal place of business in connection with each of have the Included Programs and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During such record retention periodright, upon thirty at least ten (3010) business days’ notice, days written notice to Licensee and no more than once per calendar year, Licensor shall have the right during business hours to audit and check at Licensee’s principal place of business, inspect Licensee’s books and recordsrecords in the possession of or under the control of Licensee solely with respect to the calculation of the Royalty, during Licensee’s regular business hours and without any unreasonable disruption of Licensee’s business, and at the place or places where such records are normally retained by Licensee. While on Licensee’s premises, Licensor (or its qualified third-party auditor) shall at all times comply with Licensee’s rules, regulations, and policies, including relevant electronic data security requirements, and systems datashall be subject to supervision by Licensee’s personnel. The on-premises portion of any audit shall be limited to ten (10) business days; provided that during such period Licensee has provided all records necessary to verify the calculation of the Royalty. Any third party auditors retained by Licensor shall be reputable, pertaining independent accounting or auditing firms. No audit may cover any period covered by a previous audit or cover a period spanning more than two (2) years prior to commencement of the audit. Licensor shall be permitted to make copies of the books and records made available to it and extracts therefrom. The results and proceeds of any audit shall be provided to Licensee and deemed Licensee’s confidential information to be used only in Licensor’s efforts to enforce compliance with the Agreement. 8.2 Any claim with respect to an audit must be made within nine (9) months following the date Licensor (or its third-party auditor) had been provided access to the information necessary to confirm the accuracy of the statements and other financial information delivered to Licensor by Licensee and the amount calculation of the license fees paid or payable hereunder. The exercise by Licensor of any right to audit or the acceptance by Licensor of any statement or payment, whether or not the subject of an audit, shall not bar Licensor from thereafter asserting a claim for any balance due, and Licensee shall remain fully liable for any balance due under the terms of this Agreement, provided that Licensor may only audit any particular record once. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of any underpayment. If the underpayment is in excess of five percent (5%) of the license fees for the period covered by such audit, Licensee shall pay interest thereon from the date such payment was originally due at a rate equal to the lesser of one hundred ten percent (110%) of the Prime Rate and the maximum rate permitted by applicable law. If such error is in excess of ten percent (10%) of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due plus interest in accordance with the previous sentence, pay to Licensor (i) the reasonable, out-of-pocket costs and expenses incurred by Licensor in connection with any such audit, and (ii) reasonable outside attorneys fees actually incurred by Licensor in enforcing the collection thereofRoyalty. In the event that an audit reveals a discrepancy in the amount of Royalty owed Licensor from what was actually paid, Licensee shall pay such discrepancy, plus interest, calculated at the rate of interest set forth in this Section exceeds equal [REDACTED] PERCENT ([REDACTED]%) per annum calculated pro rata on a daily basis, but not to exceed the maximum permitted legal interest raterate allowed by law. In the event that such discrepancy is in excess of [REDACTED] UNITED STATES DOLLARS ($[REDACTED]), Licensee shall also reimburse Licensor for the actual, reasonable, and documented costs of such rate audit. 8.3 All books and records relative to Licensee’s calculation of the Royalty hereunder shall be automatically reduced maintained and kept accessible and available to the maximum permitted legal interest rate, and all other terms and conditions Licensor for inspection for at least one (1) year after expiration or termination of this Agreement shall remain in full force and effectAgreement.

Audit. During the Term and for two years thereafter, Licensee shall keep and maintain complete and accurate books of account and records at its principal place of business in connection with each ninety (90) days following the delivery of the Included Programs ----- Annual Statement, Tenant shall have the right at Tenant's sole cost and pertaining expense, to Licensee’s compliance inspect, audit and reasonably copy in the Building Manager's office (as no documents may be removed from such office) Landlord's records with respect to those Operating Costs at Landlord's office during normal business hours upon at least seventy-two (72) hours prior written notice and provided that such inspection does not unreasonably interrupt or interfere with Landlord's business operations. Prior to any inspection by Tenant, Tenant shall sign a confidentiality agreement, in reasonable form, provided by Landlord. The results of any such inspection shall be kept strictly confidential by Tenant and its agents, and Tenant must agree to such confidentiality restrictions and shall specifically agree that the terms hereofresults shall not be made available to any other tenant of the Building. Unless Tenant sends to Landlord any written exception to the Annual Statement of the Operating Expenses within the ninety (90) day period mentioned above, such Annual Statement shall be deemed final and accepted by Tenant. Tenant shall pay the amount shown on such Annual Statement in the manner prescribed in this Lease, whether or not Tenant takes any such written exception, without any prejudice to such exception. If Tenant makes a timely exception, Landlord and Tenant shall cause an independent certified public accountant to review the Tenant's exception. Tenant shall pay the cost of such certification, (including, without limitation, copies the payment to Landlord for all legal and accounting professional costs incurred and administrative time expended related to the audit) unless Landlord's original determination of annual Operating Costs overstated the amounts thereof by more than eight percent (8%). If either party disputes the finding of the statements referred independent certified public accountant, then the matter may be submitted to in Article 16 of this Schedulebinding arbitration. During such record retention period, upon thirty (30) business days’ notice, and no more than once per calendar year, Licensor The prevailing party shall have recover the right during business hours to audit and check at Licensee’s principal place of business, Licensee’s books and records, including relevant electronic data and systems data, pertaining to the accuracy costs of the statements accountant and other financial information delivered to Licensor by Licensee and the amount of the license fees paid or payable hereunder. The exercise by Licensor costs of any right to audit or the acceptance by Licensor of any statement or payment, whether or not the subject of an audit, shall not bar Licensor from thereafter asserting a claim for any balance due, and Licensee shall remain fully liable for any balance due under the terms of this Agreement, provided that Licensor may only audit any particular record once. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of any underpayment. If the underpayment is in excess of five percent (5%) of the license fees for the period covered by such audit, Licensee shall pay interest thereon from the date such payment was originally due at a rate equal to the lesser of one hundred ten percent (110%) of the Prime Rate and the maximum rate permitted by applicable law. If such error is in excess of ten percent (10%) of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due plus interest in accordance with the previous sentence, pay to Licensor (i) the reasonable, out-of-pocket costs and expenses incurred by Licensor in connection with any such audit, and (ii) reasonable outside attorneys fees actually incurred by Licensor in enforcing the collection thereof. In the event that the rate of interest set forth in this Section exceeds the maximum permitted legal interest rate, such rate shall be automatically reduced to the maximum permitted legal interest rate, and all other terms and conditions of this Agreement shall remain in full force and effectarbitration.

Audit. During the Term and for two years thereafter, Licensee Landlord shall keep and maintain complete and accurate books of account and records regarding Total Operating Costs. All records shall be retained for at its principal place least three (3) years. At the request of business in connection Tenant (“Tenant’s Audit Notice”) given within one hundred eighty (180) days after Landlord delivers Landlord’s statement of Total Operating Costs with each of respect to any fiscal year during the Included Programs and pertaining to LicenseeTerm, Tenant (at Tenant’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During such record retention period, upon thirty (30expense) business days’ notice, and no more than once per calendar year, Licensor shall have the right to examine Landlord’s books and records applicable to Total Operating Costs for such fiscal year. Such right to examine the records shall be exercisable: (i) upon reasonable advance notice to Landlord and at reasonable times during Landlord’s business hours and (ii) only during the 60-day period (the “Audit Period”) following Tenant’s Audit Notice. Landlord shall make such books and records available at Landlord’s office in Massachusetts or at the Property, or in electronically accessible form. [***] conducted by either a certified public accountant from a nationally-recognized accounting firm or a nationally-recognized commercial real estate services firm, in either case as approved by Landlord for such purpose (such approval not to audit be unreasonably withheld, conditioned or delayed), [***] Tenant may submit the dispute for determination by an arbitration conducted by the Boston Office of the American Arbitration Association (“AAA”) in accordance with the AAA’s commercial real estate arbitration rules. The arbitrator shall be selected by AAA and check shall be a certified public accountant with at Licensee’s principal place least ten (10) years of business, Licenseeexperience in auditing Class A commercial office and laboratory buildings and who shall not be affiliated with either Landlord or Tenant and has not worked for either party or its affiliates at any time during the prior five (5) years. [***]. Any auditing firm retained by Tenant pursuant to this paragraph shall not be compensated on a contingent fee basis. [***]. As a condition precedent to performing any such examination of Landlord’s books and records, including relevant electronic data Tenant’s examiners shall be required to execute and systems datadeliver to Landlord an agreement in form reasonably acceptable to Landlord agreeing to keep confidential any non-public, pertaining to the accuracy of the statements and other financial confidential information delivered to Licensor by Licensee and the amount of the license fees paid or payable hereunder. The exercise by Licensor of any right to audit that they discover about Landlord or the acceptance by Licensor of any statement Building or payment, whether or not the subject of an audit, shall not bar Licensor from thereafter asserting a claim for any balance due, and Licensee shall remain fully liable for any balance due under the terms of this Agreement, provided that Licensor may only audit any particular record once. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of any underpayment. If the underpayment is in excess of five percent (5%) of the license fees for the period covered by such audit, Licensee shall pay interest thereon from the date such payment was originally due at a rate equal to the lesser of one hundred ten percent (110%) of the Prime Rate and the maximum rate permitted by applicable law. If such error is in excess of ten percent (10%) of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due plus interest in accordance with the previous sentence, pay to Licensor (i) the reasonable, out-of-pocket costs and expenses incurred by Licensor Property in connection with such examination and not to disclose the results of such examination except as required by law. Notwithstanding any prior approval of any examiners by Landlord, Landlord shall have the right to rescind such audit, approval at any time if in Landlord’s reasonable judgment the examiners have breached any confidentiality undertaking to Landlord or cannot provide reasonably acceptable assurances and (ii) reasonable outside attorneys fees actually incurred by Licensor in enforcing the collection thereof. In the event that the rate of interest set forth in this Section exceeds the maximum permitted legal interest rate, such rate shall be automatically reduced procedures to the maximum permitted legal interest rate, and all other terms and conditions of this Agreement shall remain in full force and effectmaintain confidentiality.

Audit. During (a) Novartis shall keep, and shall cause its Affiliates and their licensees and sublicensees to keep, for three (3) years from the Term and for two years thereafter, Licensee shall keep and maintain date of each payment of royalties under this Agreement complete and accurate records of sales of each Drug Product in sufficient detail and in accordance with International Financial Reporting Standards to allow the accurate determination of accrued royalties. Evotec shall keep, and shall cause its Affiliates and their licensees and sublicensees to keep, for three (3) years from the date of each payment made to or by Evotec under this Agreement complete and accurate records and books of account accounts in accordance with International Financial Reporting Standards, and such records and books of accounts shall contain all data reasonably required to allow the accurate determination of Research Collaboration related expenses, number of FTEs employed, and accrued royalties (if any). Each Party shall notify the other in the event that it changes the accounting principles pursuant to which its records are maintained, it being understood that only internationally recognized accounting principles may be used. (b) For the purposes of the audit rights described herein, and among the Parties, a Person subject to an audit in any given year will be referred to as the “Auditee” and the other Party who has certain and respective rights, as defined below, to audit the books and records of the Auditee will be referred to as the “Audit Rights Holder.” Each Party may, upon request and at its principal place of own expense (except as provided for herein), cause an internationally-recognized independent accounting firm selected by it (except one to whom the Auditee has a reasonable objection), (the “Auditor”) to audit during ordinary business in connection with each hours the books and records of the Included Programs Auditee and pertaining the correctness of any payment made or required to Licensee’s compliance with be made to or by the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During such record retention period, upon thirty (30) business days’ noticeAuditee, and no more than once per calendar year, Licensor shall have the right during business hours any report underlying such payment (or lack thereof) pursuant to audit and check at Licensee’s principal place of business, Licensee’s books and records, including relevant electronic data and systems data, pertaining to the accuracy of the statements and other financial information delivered to Licensor by Licensee and the amount of the license fees paid or payable hereunder. The exercise by Licensor of any right to audit or the acceptance by Licensor of any statement or payment, whether or not the subject of an audit, shall not bar Licensor from thereafter asserting a claim for any balance due, and Licensee shall remain fully liable for any balance due under the terms of this Agreement. Prior to commencing its work pursuant to this Agreement, provided that Licensor the Auditor shall enter into an appropriate confidentiality agreement with the Auditee by which the auditor shall keep confidential all information reviewed during such audit. The Auditor shall have the right to disclose to the Audit Rights Holder its conclusions regarding any under-reporting, underpayment, or overcharge by the Auditee. (c) In respect of each audit of the Auditee’s books and records: (i) each Auditee may only be audited once per year, (ii) no records for any given year for a particular Auditee may be audited more Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934. than once, (iii) the Audit Rights Holder shall only be entitled to audit books and records of the particular Auditee from the three (3) calendar years prior to the calendar year in which the audit request is made. In order to initiate an audit for a particular calendar year, the Audit Rights Holder must provide written notice to the Auditee of one or more proposed audit dates not less than forty-five (45) calendar days prior to the first proposed audit date. The Auditee shall reasonably accommodate the scheduling of such audit. The Auditee shall provide the Auditor with full and complete access to the applicable books and records and otherwise reasonably cooperate with such audit. The Auditee shall make its records available for inspection by the Auditor during business hours at such place or places where such records are customarily kept. (d) The audit report and basis for any particular record oncedetermination by an Auditor shall be made available for review and comment by the Auditee, and the Auditee shall have the right, at its expense, to request a further determination by such Auditor as to matters which the Auditee disputes (to be completed no more than thirty (30) calendar days after the first determination is provided to such Auditee and to be limited to the disputed matters). If the Parties disagree as to such further determination, the Audit Rights Holder and the Auditee shall mutually select an examination establishes internationally-recognized independent accounting firm that shall make a final determination as to the remaining matters in dispute that shall be binding upon the Parties, and the Auditee shall bear the accounting fees in connection with such final determination, subject to Section 5.7(e). Such accountants shall not disclose to the Audit Rights Holder any information relating to the business of the Auditee except that which is properly contained in any report required hereunder or otherwise required to be disclosed to such Party to the extent necessary to verify the payments required to be made pursuant to the terms of this Agreement. (e) If an error in Licensee’s computation audit shows any under-reporting, underpayment, or overcharge by any Party, that under-reporting, underpayment or overcharging shall be reported to the other Party and the relevant Party shall remit such underpayment or reimburse such overcompensation (together with interest at the rate of license fees due the 3 month USD LIBOR plus two percent (2%) per month with respect to any underpayment or overcharge) to the Included Programsunderpaid or overcharged Party within fifteen (15) calendar days of receiving the audit report. Further, Licensee shall immediately pay if the amount of audit for an annual period shows an under-reporting, underpayment or an overcharge by any underpayment. If the underpayment is Party in excess of five percent (5%) of the license fees for amounts properly determined, the period covered by such underpaying or overcharging Party, as the case may be, shall reimburse the applicable underpaid or overcharged Audit Rights Holder conducting the audit, Licensee shall pay interest thereon from the date such payment was originally due at a rate equal to the lesser of one hundred ten percent (110%) of the Prime Rate for its respective audit fees and the maximum rate permitted by applicable law. If such error is in excess of ten percent (10%) of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due plus interest in accordance with the previous sentence, pay to Licensor (i) the reasonable, reasonable out-of-pocket costs and expenses incurred by Licensor in connection with any such audit, and (ii) reasonable outside attorneys fees actually incurred by Licensor in enforcing the collection thereof. In the event that the rate of interest set forth in this Section exceeds the maximum permitted legal interest rate, such rate which reimbursement shall be automatically reduced to the maximum permitted legal interest rate, made within thirty (30) calendar days of receiving appropriate invoices and all other terms and conditions of this Agreement shall remain in full force and effectdocumentation for such audit-related costs.

Audit. During the Term and for two years thereafter, Licensee shall keep and maintain at all times true and complete records and accurate books of account and records at its principal place of business in connection together with each of all other information relevant to the Included Programs Programs, the provisions of this Agreement and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During such record retention period, upon thirty (30) business days’ notice, and no more than once per calendar year, hereof.28 Licensor or its designee shall have the right at any time during or after the Term,29 upon reasonable written notice to Licensee, during business hours to audit audit, check and check copy, at Licensee’s principal place of business, Licensee’s books and records, including relevant electronic data and systems data, pertaining to Licensee’s compliance with the terms hereof, the accuracy of the statements and other financial information reports delivered to Licensor by Licensee pursuant to this Agreement, and the amount of the license fees paid License Fees due or payable hereunder and to ensure compliance with the Basic Television License Agreement. In addition, Licensee shall cause its Affiliated Institutions [and Affiliated Systems] to permit Licensor to audit, check and copy, at such entities’ respective principal places of business, their books and records pertaining to the accuracy of the statements and reports delivered to Licensor by Licensee.30 If any such audit reveals an error with respect to any item bearing upon the License Fees due or payable to Licensor, Licensee shall re-compute and make immediate payment of the License Fees due under this Agreement, together with interest thereon, compounded monthly from the date on which such License Fees shall have first been due and payable hereunder, at a rate equal to the lesser of (i) 110% of the [Prime Rate] and (ii) the maximum rate permitted by applicable law. Additionally, in the event that the actual License Fees due under this Agreement for any period exceed the License Fees reported by Licensee to be due for such period by 5% or more,31 Licensee shall, in addition to making immediate payment of the additional License Fees due plus interest in accordance with the previous sentence, pay to Licensor (a) all costs and expenses incurred by Licensor for the review and audit in respect of such period, and (b) attorneys’ fees32 incurred by Licensor in enforcing the collection thereof. The exercise by Licensor of any right to check, copy or to audit at any time(s) or the acceptance by Licensor of any statement or payment, whether shall be without prejudice to any of Licensor’s rights or not the subject of an audit, remedies and shall not bar Licensor from thereafter asserting a claim for disputing the accuracy of any balance duesuch payment or statement, and Licensee shall remain fully liable for any balance due under the terms of this Agreement, provided that Licensor may only audit any particular record once. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of any underpayment. If the underpayment is in excess of five percent (5%) of the license fees for the period covered by such audit, Licensee shall pay interest thereon from the date such payment was originally due at a rate equal to the lesser of one hundred ten percent (110%) of the Prime Rate and the maximum rate permitted by applicable law. If such error is in excess of ten percent (10%) of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due plus interest in accordance with the previous sentence, pay to Licensor (i) the reasonable, out-of-pocket costs and expenses incurred by Licensor in connection with any such audit, and (ii) reasonable outside attorneys fees actually incurred by Licensor in enforcing the collection thereof. In the event that the rate of interest set forth in this Section exceeds the maximum permitted legal interest rate, such rate shall be automatically reduced to the maximum permitted legal interest rate, and all other terms and conditions of this Agreement shall remain in full force and effect.

Audit. During the Term and for two years thereafter, Licensee shall keep and maintain complete and accurate books of account and records at its principal place of business in connection with each of the Included Programs and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During such record retention period, upon thirty (30) business days’ notice, and no more than once per calendar year, Licensor Crown shall have the right to request to review, and Metawave shall make available at its office during normal business hours to audit hours, after reasonable advance request, any Metawave sales agreement for the Products and check at Licensee’s principal place of business, Licensee’s Ancillary Products and related books and recordsrecords (collectively, including the "Sales Documents") to confirm Metawave's compliance with Crown's preferential rights as set forth in this Agreement; provided, however, that Metawave can redact from the Sales Documents any information that may identify a customer or that is not relevant electronic data and systems data, pertaining to the accuracy subject matter of the statements audit, provided that Metawave shall provide a brief list and other financial information delivered to Licensor by Licensee description of the sections and topics so redacted. To the extent there are any discrepancies between Crown's preferential rights under this Agreement and the amount provisions of other Sales Documents, the Parties shall meet in an attempt to resolve such discrepancies. To the extent that such matters cannot be resolved within a reasonable period of time, Crown shall have the right to request an independent review by a public accountancy firm not otherwise affiliated or engaged by Crown (of Crown's selection) of the license fees paid or payable hereunder. The exercise by Licensor of any right Sales Documents to audit or the acceptance by Licensor of any statement or payment, whether or not the subject of an audit, shall not bar Licensor from thereafter asserting a claim for any balance due, and Licensee shall remain fully liable for any balance due under verify Metawave's compliance with the terms of this Agreement. In the alternative, Crown may elect to use an independent party who has expertise in telecommunications equipment sales, for such a review. Such independent party shall not be an employee, former employee, contractor or affiliate of either company. The reviewer shall be required to sign a Non-Disclosure Agreement and shall be provided that Licensor may only audit any particular record oncewith the Sales Documents. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of any underpayment. If the underpayment is in excess of five percent (5%) Following a review of the license fees Sales Documents, the reviewer shall provide Crown and Metawave with an assessment of whether any Sales Documents for the period covered by such auditProducts or Ancillary Products, Licensee shall pay interest thereon from the date such payment was originally due at a rate equal to the lesser of one hundred ten percent (110%) of the Prime Rate and the maximum rate permitted by applicable law. If such error is in excess of ten percent (10%) of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due plus interest in accordance with the previous sentence, pay to Licensor (i) the reasonable, out-of-pocket costs and expenses incurred by Licensor in connection with any such audit, and (ii) reasonable outside attorneys fees actually incurred by Licensor in enforcing the collection thereofcontain terms that contravene Crown's preferential rights under this Agreement. In the event that the rate independent reviewer determines that the terms in the Sales Documents are more favorable or contravene the preferential terms of interest set forth in this Section exceeds Agreement, then Metawave shall pay all expenses associated with the maximum permitted legal interest rateindependent review. In the event that the independent review does not determine that any Sales Document contravenes the preferential terms of this Agreement, such rate then Crown shall pay all costs associated with the independent review. If this Agreement is completely or partially terminated, the records relating to the work terminated shall be automatically reduced made available to the maximum permitted legal interest rateCrown for two (2) years after such termination, subject to applicable law and all other terms and conditions Metawav's written corporate document retention policies. Crown shall be able to exercise its audit rights hereunder with respect to (i) Section 8.6 of this Agreement shall remain at any time and (ii) Crown's other preferential rights under this Agreement once in full force and effecta given calendar year.

Audit. During the Term and for two years thereafter, Licensee shall keep and maintain complete and accurate books of account and records at its principal place of business in connection with each of the Included Programs and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During such record retention period, upon thirty Upon ten (3010) business daysBusiness Days’ notice, and no more than once per calendar yeareach twelve (12) month period, Licensor shall have the right during business hours to audit and check at Licensee’s principal place of business, Licensee’s books and records, including relevant electronic data and systems data, records pertaining to the accuracy of the statements and other financial information delivered to Licensor by Licensee and the amount of the license fees paid or payable hereunder. The exercise by Licensor of any right to audit or the acceptance by Licensor of any statement or payment, whether or not the subject of an audit, shall not bar Licensor from thereafter asserting a claim for any balance due, and Licensee shall remain fully liable for any balance due under the terms of this Agreement, provided that Licensor may only audit any particular record once. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of any underpayment. If the underpayment is in excess of five percent (5%) of the license fees for the period covered by such audit, Licensee shall pay plus interest thereon from the date such payment was originally due at a rate equal to the lesser of one hundred ten percent (110%) of the Prime Rate and the maximum rate permitted by applicable law. If such error is in excess of ten five percent (105%) of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due plus interest in accordance with the previous sentence, pay to Licensor (i) the reasonable, out-of-pocket costs and expenses incurred by Licensor in connection with any such audit, and (ii) reasonable outside attorneys fees actually incurred by Licensor in enforcing the collection thereof. In the event that the rate of interest set forth in this Section exceeds the maximum permitted legal interest rate, such rate shall be automatically reduced to the maximum permitted legal interest rate, and all other terms and conditions of this Agreement shall remain in full force and effect.

Audit. Licensee shall keep, and shall cause Sublicensees to keep, accurate records in sufficient detail such that the amount of any Sublicense Fee or royalty due and payable to CARDIFF may be verified. During the Term term of this Agreement and for two years a period of one year thereafter, Licensee shall keep and maintain complete and accurate books of account and records at permit CARDIFF or its principal place of business in connection with each of the Included Programs and pertaining qualified representatives to Licensee’s compliance with the terms hereofinspect, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During such record retention period, upon thirty (30) business days’ noticecopy, and audit its books and records, no more than once per calendar year, Licensor shall have with respect only to Sublicense Payments received or the right sale of Licensed Products, upon reasonable notice and during normal business hours to audit and check at Licensee’s principal place of business, Licensee’s hours. Such books and recordsrecords include, including relevant electronic data but are not limited to, invoice registers and systems dataoriginal invoices; product sales reports; price lists, pertaining to the accuracy of the sales ledgers; accounting general ledgers; sublicense and distributor agreements; price lists; product catalogues and marketing materials; financial statements and other financial information delivered to Licensor by Licensee income tax returns; sales tax returns; and the amount of the license fees paid or payable hereunderinventory and production records and shipping documents. The exercise by Licensor of any right to audit or the acceptance by Licensor of any statement or payment, whether or not the subject of an audit, Such examination shall not bar Licensor from thereafter asserting a claim for any balance due, and Licensee shall remain fully liable for any balance due under the terms of this Agreement, provided that Licensor may only audit any particular record once. If an examination establishes an error in Licenseebe made at CARDIFF’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of any underpayment. If the underpayment is in excess of five percent (5%) of the license fees for the period covered by such audit, Licensee shall pay interest thereon from the date such payment was originally due at a rate equal to the lesser of one hundred ten percent (110%) of the Prime Rate and the maximum rate permitted by applicable lawexpense. If such error is in excess examination determines an underpayment of ten percent (10%) or more in the amount of royalty or other payments due CARDIFF for any year, then Licensee shall reimburse CARDIFF for reasonable out of pocket costs associated with such license fees due for the period covered by such examination or audit, Licensee shallincluding any professional fees. Conversely, if such examination determines an overpayment was made by Licensee, such overpayments will be refunded or credited against future amounts owed by Licensee. No separate confidentiality agreement will be required between the Parties to conduct such an examination or audit provided that any representatives of CARDIFF agree to be bound by confidentiality terms no less restrictive than those set forth in addition to making immediate payment Article 10 herein, and the results of the additional license fees due plus interest in accordance with the previous sentence, pay to Licensor (i) the reasonable, out-of-pocket costs audit shall be treated as Licensee’s Confidential Information. The Parties agree that CARDIFF or its representative may keep a copy of all documents provided by Licensee hereunder and expenses incurred all documents created by Licensor CARDIFF or its representative in connection with any such audit, and (ii) reasonable outside attorneys fees actually incurred by Licensor in enforcing the collection thereof. In the event that the rate of interest set forth in this Section exceeds the maximum permitted legal interest rate, such rate shall be automatically reduced to the maximum permitted legal interest rate, and all other terms and conditions of this Agreement shall remain in full force and effectexamination or audit for archival purposes.

Audit. During The Borrower shall, and shall cause the Term Servicer, the Custodian and for two years thereafterthe Parent to, Licensee shall keep permit each Lender, the Administrative Agent or their duly authorized representatives, attorneys or auditors during ordinary business hours and maintain complete and accurate books of account and records at its principal place of business in connection with each of the Included Programs and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During such record retention period, upon thirty three (303) business days’ Business Days written notice, to visit the offices thereof and no to inspect the Collateral and the Collateral Packages, and the related accounts, records and computer systems, software and programs used or maintained by the Borrower, the Servicer, the Parent or the Custodian, as the case may be at such times as such Lender or the Administrative Agent may reasonably request, using auditors and/or accountants selected by such Lender or the Administrative Agent in its sole and absolute discretion (a “Collateral Audit”) and the Borrower shall enable the Insurance Consultant to seek and receive from the related Issuing Insurance Companies any verifications of coverage related to the Pledged Policies as often as the Administrative Agent may request the Insurance Consultant to do so (though not more frequently than once per calendar yearmonth unless an Event of Default or Unmatured Event of Default has occurred and is continuing). Unless an Event of Default or an Unmatured Event of Default has occurred and is continuing, Licensor a Collateral Audit under this Section 9.1(i) may be conducted not more frequently than once per month. The Borrower shall have promptly on demand reimburse the right during business hours to audit and check at Licensee’s principal place of business, Licensee’s books and records, including relevant electronic data and systems data, pertaining to the accuracy of the statements and other financial information delivered to Licensor by Licensee Administrative Agent and the amount of the license fees paid or payable hereunder. The exercise by Licensor of any right to audit or the acceptance by Licensor of any statement or payment, whether or not the subject of an audit, shall not bar Licensor from thereafter asserting a claim Lenders for any balance due, and Licensee shall remain fully liable for any balance due under the terms of this Agreement, provided that Licensor may only audit any particular record once. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of any underpayment. If the underpayment is in excess of five percent (5%) of the license fees for the period covered by such audit, Licensee shall pay interest thereon from the date such payment was originally due at a rate equal to the lesser of one hundred ten percent (110%) of the Prime Rate and the maximum rate permitted by applicable law. If such error is in excess of ten percent (10%) of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due plus interest in accordance with the previous sentence, pay to Licensor (i) the reasonable, out-of-pocket all costs and expenses incurred by Licensor or on behalf of the Administrative Agent and the Lenders in connection with any Collateral Audit and their ongoing review and Insurance Consultant’s ongoing review of the documents related to the Pledged Policies, including without limitation the documents on the FTP Site; provided, however, if no Event of Default or Unmatured Event of Default has occurred and is continuing, no more than one Collateral Audit per year shall be at the expense of the Borrower (all other Collateral Audits in a year being at the expense of the Lenders) and the total expenses incurred by or on behalf of the Borrower related to a Collateral Audit (including any reimbursements actually made by the Borrower to the Lenders and the Administrative Agent in connection with such auditCollateral Audit), a Servicer Collateral Audit, enabling the Insurance Consultant to receive any verifications of coverage, information requests described in Section 9.1(cc) and audits conducted pursuant to Section 13.8(a)(iv), in each case, excluding any internal and third-party costs and expenses incurred in the ordinary course by or on behalf of the Borrower, shall be limited to no more than $2,200 for each Pledged Policy (or if such Pledged Policy is a Small Face Policy and payment of Premiums in respect of such Pledged Policy are made on an annual basis, $1,400 for each such Pledged Policy) (as adjusted annually for inflation or such higher amount if such higher amount is the Insurance Consultant’s reasonably determined prevailing market cost in the industry for such Collateral Audits or ongoing reviews of the type in question as adjusted for changes in audit standards) during the shorter of (i) the prior twelve (12) month period and (ii) reasonable outside attorneys fees actually incurred by Licensor in enforcing the collection thereofperiod of time commencing on the most recent Advance Date and ending on the date of such Collateral Audit, verification of coverage, information request or audit, as applicable. In Upon instructions from the event that Administrative Agent, the rate of interest set forth in this Section exceeds Borrower shall, and shall cause the maximum permitted legal interest rate, such rate shall be automatically reduced Servicer (and the Administrative Agent may cause the Custodian) to release any document related to any Collateral to the maximum permitted legal interest rateAdministrative Agent. If an Event of Default or Unmatured Event of Default has occurred and is continuing, the Administrative Agent, at the Borrower’s expense, shall have the right to conduct a Collateral Audit at any time and all other terms as often the Administrative Agent determines is necessary or desirable. For the avoidance of doubt, any review and conditions evaluation of this Agreement Additional Policies conducted by the Administrative Agent or the Lenders in connection with a Borrowing Request shall remain in full force and effectnot constitute a Collateral Audit.

Audit. During the Term and for two years thereafter, Licensee shall keep and maintain complete and accurate books of account and records at its principal place of business in connection with each of the Included Programs and pertaining to LicenseeLicensee ’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During such record retention period, upon thirty Upon ten (3010) business days’ notice, and no more than once per calendar year, Licensor shall have the right during business hours to audit and check at Licensee’s principal place of business, Licensee’s books and records, including relevant electronic data and systems data, records pertaining to the accuracy of the statements and other financial information delivered to Licensor by Licensee and the amount of the license fees paid or payable hereunder. The exercise by Licensor of any right to audit or the acceptance by Licensor of any statement or payment, whether or not the subject of an audit, shall not bar Licensor from thereafter asserting a claim for any balance due, and Licensee shall remain fully liable for any balance due under the terms of this Agreement, provided that Licensor may only audit any particular record once. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of any underpayment. If the underpayment is in excess of five percent (5%) of the license fees for the period covered by such audit, Licensee shall pay plus interest thereon from the date such payment was originally due at a rate equal to the lesser of one hundred ten percent (110%) of the Prime Rate and the maximum rate permitted by applicable law. If such error is in excess of ten five percent (105%) of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due plus interest in accordance with the previous sentence, pay to Licensor (i) the reasonable, out-of-pocket costs and expenses incurred by Licensor in connection with any such audit, and (ii) reasonable outside attorneys fees actually incurred by Licensor in enforcing the collection thereof. In the event that the rate of interest set forth in this Section exceeds the maximum permitted legal interest rate, such rate shall be automatically reduced to the maximum permitted legal interest rate, and all other terms and conditions of this Agreement shall remain in full force and effect.

Audit. During the Term and for two years thereafter, Licensee shall keep and maintain complete and accurate books of account and records at its principal place of business in connection with each of the Included Programs and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During such record retention period, upon thirty (30) business days’ notice, and no more than once per calendar year, Licensor Crown shall have the right to request to review, and Metawave shall make available at its office during normal business hours to audit hours, after reasonable advance request, any Metawave sales agreement for the Products and check at Licensee’s principal place of business, Licensee’s Ancillary Products and related books and recordsrecords (collectively, including the "Sales Documents") to confirm Metawave's compliance with Crown's preferential rights as set forth in this Agreement; provided, however, that Metawave can redact from the Sales Documents any information that may identify a customer or that is not relevant electronic data and systems data, pertaining to the accuracy subject matter of the statements audit, provided that Metawave shall provide a brief list and other financial information delivered to Licensor by Licensee description of the sections and topics so redacted. To the extent there are any discrepancies between Crown's preferential rights under this Agreement and the amount provisions of other Sales Documents, the Parties shall meet in an attempt to resolve such discrepancies. To the extent that such matters cannot be resolved within a reasonable period of time, Crown shall have the right to request an independent * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. review by a public accountancy firm not otherwise affiliated or engaged by Crown (of Crown's selection) of the license fees paid or payable hereunder. The exercise by Licensor of any right Sales Documents to audit or the acceptance by Licensor of any statement or payment, whether or not the subject of an audit, shall not bar Licensor from thereafter asserting a claim for any balance due, and Licensee shall remain fully liable for any balance due under verify Metawave's compliance with the terms of this Agreement. In the alternative, Crown may elect to use an independent party who has expertise in telecommunications equipment sales, for such a review. Such independent party shall not be an employee, former employee, contractor or affiliate of either company. The reviewer shall be required to sign a Non-Disclosure Agreement and shall be provided that Licensor may only audit any particular record oncewith the Sales Documents. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of any underpayment. If the underpayment is in excess of five percent (5%) Following a review of the license fees Sales Documents, the reviewer shall provide Crown and Metawave with an assessment of whether any Sales Documents for the period covered by such auditProducts or Ancillary Products, Licensee shall pay interest thereon from the date such payment was originally due at a rate equal to the lesser of one hundred ten percent (110%) of the Prime Rate and the maximum rate permitted by applicable law. If such error is in excess of ten percent (10%) of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due plus interest in accordance with the previous sentence, pay to Licensor (i) the reasonable, out-of-pocket costs and expenses incurred by Licensor in connection with any such audit, and (ii) reasonable outside attorneys fees actually incurred by Licensor in enforcing the collection thereofcontain terms that contravene Crown's preferential rights under this Agreement. In the event that the rate independent reviewer determines that the terms in the Sales Documents are more favorable or contravene the preferential terms of interest set forth in this Section exceeds Agreement, then Metawave shall pay all expenses associated with the maximum permitted legal interest rateindependent review. In the event that the independent review does not determine that any Sales Document contravenes the preferential terms of this Agreement, such rate then Crown shall pay all costs associated with the independent review. If this Agreement is completely or partially terminated, the records relating to the work terminated shall be automatically reduced made available to the maximum permitted legal interest rateCrown for two (2) years after such termination, subject to applicable law and all other terms and conditions Metawave's written corporate document retention policies. Crown shall be able to exercise its audit rights hereunder with respect to (i) Section 8.6 of this Agreement shall remain at any time and (ii) Crown's other preferential rights under this Agreement once in full force and effecta given calendar year.

Audit. During the Term a. The CONCESSIONAIRE and for two years thereafter, Licensee its Associates in Liberia shall keep and maintain complete and accurate cause their respective books of account to be audited within three (3) months, or such longer period of time as the GOVERNMENT may approve, after the close of each Financial Year by an independent auditor selected by the CONCESSIONAIRE, and records at its principal place of business in connection with each a copy of the Included Programs and pertaining annual financial statement duly certified by said auditor shall be furnished to Licensee’s compliance with the terms hereof, including, without limitation, copies of GOVERNMENT within twenty working (20) days after its receipt by the statements referred to in Article 16 of this ScheduleCONCESSIONAIRE. During such record retention period, upon thirty (30) business days’ notice, and no more than once per calendar year, Licensor The GOVERNMENT shall have the right during business hours freely to discuss with the said auditor the results of the audit and check at Licensee’s principal place certification, and the CONCESSIONAIRE shall take all reasonable measures to ensure that said auditor shall cooperate fully in such discussions. The foregoing shall not in any way imply acceptance of businessany such audit or certification by the GOVERNMENT or preclude the GOVERNMENT from auditing such books of account as provided under Law, Licensee’s books provided that the GOVERNMENT shall provide the CONCESSIONAIRE with a copy of any such audit within forty five (45) days of receipt. However, once either the GOVERNMENT or the CONCESSIONAIRE has audited any book of accounts, the financial statement thus audited shall be considered acceptable and recordsthe audit results binding and conclusive as to its findings, including relevant electronic data and systems data, pertaining unless a party hereto shall have indicated to the accuracy contrary within forty-five (45) days after its receipt of a copy of the statements and other audited financial information delivered statement. b. If the CONCESSIONAIRE has, pursuant to Licensor by Licensee and the amount of the license fees paid or payable hereunder. The exercise by Licensor of any right to audit or the acceptance by Licensor of any statement or payment, whether or not the subject of an audit, shall not bar Licensor from thereafter asserting a claim for any balance due, and Licensee shall remain fully liable for any balance due under the terms of this Agreement, provided that Licensor may only audit any particular record once. If an examination establishes an error in Licensee’s computation of license fees due with respect to underpaid its liability for Taxes and Duties, the Included Programs, Licensee GOVERNMENT shall immediately pay the amount of any underpayment. If the underpayment is in excess of five percent (5%) of the license fees for the period covered by such audit, Licensee shall pay assess interest thereon from the date such payment was originally due at a rate equal to the lesser of one hundred ten percent (110%) of the Prime Rate and the maximum rate permitted by applicable law. If such error is in excess of ten percent (10%) of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due plus interest penalties in accordance with the previous sentenceRevenue Code of Liberia (Act of 2000). If the CONCESSIONAIRE has overpaid its liability for Taxes and Duties then, pay at its option, it may elect either to Licensor (i) be reimbursed by the reasonableGOVERNMENT or to apply such overpayment against future Taxes and Duties. c. In case a review of records or books outside of the Republic is required, out-of-pocket costs the CONCESSIONAIRE will cooperate to provide the GOVERNMENT with copies of the information, books and expenses incurred records needed to complete the audit. If the GOVERNMENT nonetheless deems it necessary for any part of such audit to be performed outside of the Republic, the cost of associated travel will be borne by Licensor in connection with any such audit, and (ii) reasonable outside attorneys fees actually incurred by Licensor in enforcing the collection thereof. In the event that the rate of interest set forth in this Section exceeds the maximum permitted legal interest rate, such rate shall be automatically reduced to the maximum permitted legal interest rate, and all other terms and conditions of this Agreement shall remain in full force and effectCONCESSIONAIRE.

Audit. During the Term and for two years thereafter, Licensee shall keep and maintain at all times during the Term and for a period of 24 months thereafter complete and accurate books of account and records at its principal place of business in connection with each of the Included Programs and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 15 of this Schedule. During such record retention period, upon thirty (30) business days’ notice, and no more than once per calendar year, Licensor shall have the right during the Term and for a period of 24 months thereafter during business hours to audit and check at Licensee’s principal place of business, Licensee’s books and records, including relevant electronic data and systems data, records pertaining to the accuracy of the statements and other financial information delivered to Licensor by Licensee and the amount of the license fees paid or payable hereunder. The exercise by Licensor of any right to audit or the acceptance by Licensor of any statement or payment, whether or not the subject of an audit, shall not bar Licensor from thereafter asserting a claim for any balance due, and Licensee shall remain fully liable for any balance due under the terms of this Agreement, provided that Licensor may only audit any particular record once. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of any underpayment. If the underpayment is in excess of five percent (5%) of the license fees for the period covered by such audit, Licensee shall pay plus interest thereon from the date such payment was originally due at a rate equal to the lesser of one hundred ten percent (110%) of the Prime Rate and the maximum rate permitted by applicable law. If such error is in excess of ten percent (10%) [3]% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due plus interest in accordance with the previous sentence, pay to Licensor (i) the reasonable, out-of-pocket costs and expenses incurred by Licensor in connection with for any such audit, and (ii) reasonable outside attorneys fees actually incurred by Licensor in enforcing the collection thereof. In the event that the rate of interest set forth in this Section exceeds the maximum permitted legal interest rate, such rate shall be automatically reduced to the maximum permitted legal interest rate, and all other terms and conditions of this Agreement shall remain in full force and effect.

Audit. During the Term and for two years thereafter, Licensee shall keep and maintain complete and accurate books of account and records at its principal place of business in connection with each of the Included Programs and pertaining to LicenseeLicensee ’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During such record retention period, upon thirty Upon ten (3010) business daysBusiness Days’ notice, and no more than once per calendar year, Licensor shall have the right during business hours to audit and check at Licensee’s principal place of business, Licensee’s books and records, including relevant electronic data and systems data, records pertaining to the accuracy of the statements and other financial information delivered to Licensor by Licensee and the amount of the license fees paid or payable hereunder. The exercise by Licensor of any right to audit or the acceptance by Licensor of any statement or payment, whether or not the subject of an audit, shall not bar Licensor from thereafter asserting a claim for any balance due, and Licensee shall remain fully liable for any balance due under the terms of this Agreement, provided that Licensor may only audit any particular record once. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of any underpayment. If the underpayment is in excess of five percent (5%) of the license fees for the period covered by such audit, Licensee shall pay plus interest thereon from the date such payment was originally due at a rate equal to the lesser of one hundred ten percent (110%) of the Prime Rate and the maximum rate permitted by applicable law. If such error is in excess of ten five percent (105%) of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due plus interest in accordance with the previous sentence, pay to Licensor (i) the reasonable, out-of-pocket costs and expenses incurred by Licensor in connection with any such audit, and (ii) reasonable outside attorneys fees actually incurred by Licensor in enforcing the collection thereof. In the event that the rate of interest set forth in this Section exceeds the maximum permitted legal interest rate, such rate shall be automatically reduced to the maximum permitted legal interest rate, and all other terms and conditions of this Agreement shall remain in full force and effect.

Audit. During the Term Term, and for two years a period of twenty-four (24) months thereafter, Licensor’s authorized independent representatives may, during regular business hours and upon reasonable advance written notice of at least twenty (20) Business Days to Licensee, audit such books and records of Licensee as are reasonably necessary to verify the accuracy of payments made to Licensor under this Agreement. Licensor’s representative shall be a third party independent nationally recognized cable audit, law or accounting firm designated by Licensor and approved by Licensee, such approval not to be unreasonably withheld, and such cable, audit, law or accounting firm and/or the individuals involved shall have executed appropriate confidentiality agreements in a form reasonably designated by Licensee prior to the commencement of an audit. Any such audit shall be at Licensor’s sole cost and expense. Licensor may not audit more than one time per year during the Term or more than one time after the expiration of the Term (and, so long as Licensee is promptly responding to the auditor’s reasonable requests for documents and information, no such audit shall continue for more than 45 calendar days), and any such audited information shall be subject to Section 17 of these Standard Terms and any such audit shall be conducted only during reasonable business hours and in such a manner as not unreasonably to interfere with the normal business activities of Licensee. Commencing as of the Effective Date, each audit shall be limited to the two Term Years prior to the then-current Term Year (it being understood that accounting statements covering periods prior to the Effective Date shall be governed by the Prior Agreement). Licensee shall keep and maintain complete and accurate books of account and records in connection with each Included Program. Licensee shall maintain such records with respect to each Included Program at its principal place of business in connection with each for a period of four (4) years from the date of Licensee’s first exhibition of the particular Included Programs and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During such record retention period, upon thirty (30) business days’ notice, and no more than once per calendar year, Licensor shall have the right during business hours to audit and check at Licensee’s principal place of business, Licensee’s books and records, including relevant electronic data and systems data, pertaining to the accuracy of the statements and other financial information delivered to Licensor by Licensee and the amount of the license fees paid or payable hereunderProgram. The exercise by Licensor of any right to audit or the acceptance by Licensor of any statement or payment, whether payment shall be without prejudice to any of Licensor’s rights or not the subject of an audit, remedies and shall not bar Licensor from thereafter asserting a claim for disputing the accuracy of any balance duesuch payment or statement, and Licensee shall remain fully liable for any balance due under the terms of this Agreement. If Licensor shall audit Licensee’s books and records, then Licensor shall, within 6 months of the conclusion of such audit, inform Licensee, in writing of any claim resulting therefrom (including a true copy of the auditor’s report), and, except for the claims set forth in such notice, all statements rendered by Licensee with respect to the period covered by such audit and any prior period shall be conclusive and binding on the parties and not subject to further audit. Notwithstanding anything to the contrary contained herein, no provision herein shall limit Licensor’s rights at law in the event that Licensee shall have concealed information from or provided that false information or failed to make available all pertinent information requested by Licensor’s auditors. Licensor shall commence an action or proceeding with respect to any such claim within twenty (20) months of the commencement of any audit hereunder or shall forever be barred from bringing same. Licensor may only not commence a new audit any particular record onceuntil all prior audits have been closed (i.e., after delivery of the notice of the auditor’s findings). If an examination establishes an error in Licensee’s computation of license fees the sums due with respect to the Included Programs, Licensee shall immediately pay the amount of any underpayment. If the underpayment is in excess of five percent (5%) of the license fees Licensor for the period covered by such audit, Licensee shall pay interest thereon from the date such payment was originally due at a rate equal to the lesser of one hundred ten percent (110%) of the Prime Rate and the maximum rate permitted by applicable law. If such which error is in excess of ten percent 5% of the sums due to Licensor for such period (10%) and provided that such error is either acknowledged by Licensee or confirmed by a final non-appealable order of such license fees due for the period covered by such audita court of competent jurisdiction), then Licensee shallshall pay to Licensor, in addition to making immediate payment of the additional license fees sums due plus interest in accordance with the previous sentenceto Licensor, pay to Licensor (i) interest on such additional sums computed at the reasonablebest rate charged by Licensor’s principal bank to its best customers, as the same may vary from time to time, and (ii) the reasonable direct out-of-pocket costs and expenses incurred of such examination (but only to the extent that such sums are actually paid by Licensor to outside auditors, it being expressly understood that Licensee shall not be responsible for any portion of Licensor’s inside costs in connection with any such auditclaims); provided, however, that in no event shall the additional sums so paid exceed the amount of the error. Errors and Omissions Insurance. Prior to the commencement of the License Period for each Included Program, Licensor shall secure, at Licensor’s sole cost and expense, a standard producer’s liability insurance policy covering Licensee’s exhibition, distribution and exploitation of such Included Program in the minimum amount of $3 million/$5 million (“Errors and Omissions Insurance”). Such Errors and Omissions Insurance shall name as additional insureds, Licensee, its Affiliates, its licensees and the officers, directors, agents and employees of the same, and (ii) reasonable outside attorneys fees actually incurred by Licensor in enforcing the collection thereof. In the event shall contain a statement that the rate insurance being provided therein is primary and that any errors and omissions insurance carried by Licensee or any of interest set forth in this Section exceeds the maximum permitted legal interest rate, its Affiliates is neither primary nor contributing. Licensor shall maintain such rate shall be automatically reduced to the maximum permitted legal interest rate, Errors and all other terms and conditions of this Agreement shall remain Omissions Insurance in full force and effecteffect and unmodified throughout such License Period and for one (1) year beyond the termination of such License Period. To the extent that Licensee shall have Errors and Omissions Insurance with regard to its operation of the Licensed Service, Licensee shall provide that Licensor is named as an additional insured on such Errors and Omissions Insurance policy and Licensee will pass through to Licensor the benefit of any of its indemnities from product suppliers.

Audit. (i) During the Term and for two years one (1) year thereafter, Licensee Network shall keep maintain accurate and maintain complete and accurate books of account and records at its principal place of business in connection accordance with each generally accepted accounting principles and practices that shall contain sufficient information to enable an auditor to verify, for the period under audit, Network’s Advertising Revenue, Network’s Transactional Revenue, the Affiliate Advertising Share, the Affiliate Transactional Share and the accuracy of the Included Programs and pertaining amounts paid by Network to Licensee’s compliance with Affiliate hereunder (collectively, the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule“Revenue Share Records”). During such record retention period, upon Upon not less than thirty (30) business days’ notice, prior written notice and no not more than once per in any calendar year, Licensor Affiliate shall have the right right, at its sole cost and expense, during the Term and for one (1) year thereafter, to examine during normal business hours to audit and check at Licensee’s principal place of business, Licensee’s the books and recordsrecords of Network for up to the prior calendar year and the then-current calendar year solely to the extent necessary to verify the Revenue Share Records. (ii) Any audit conducted pursuant to this Section 7(d) shall be conducted by an independent public accounting firm or an independent auditing firm designated by Affiliate which shall not be the accounting or auditing firm retained by Affiliate to complete its company wide audit (“Auditor”). Any such audit shall be subject to the confidentiality provisions of Section 12, including relevant electronic data and systems datathe Auditor shall execute, in advance, a confidentiality agreement that obligates it to maintain the confidentiality of the terms of this Agreement and the information acquired during the course of the audit. (iii) If, as a result of an audit conducted pursuant to this Section 7(d), the Auditor determines that Network has fully complied with its obligations pertaining to the accuracy of Revenue Share Records provided by Network hereunder, then the statements and other financial information delivered Auditor shall promptly provide written notice to Licensor by Licensee and the amount of the license fees paid or payable hereunderparties stating only that Network has so complied. The exercise by Licensor of any right to audit or the acceptance by Licensor of any statement or paymentIf, whether or not the subject as a result of an audit, shall not bar Licensor from thereafter asserting a claim for any balance duethe Auditor determines that Network has failed to comply with its obligations pertaining to the Revenue Share Records, and Licensee shall remain fully liable for any balance due under the terms which has caused an underpayment to Affiliate of this Agreement, provided that Licensor may only audit any particular record once. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of any underpayment. If the underpayment is in excess of five greater than two percent (52%) of the license fees for aggregate monies otherwise due Affiliate hereunder, then the period covered by Auditor shall promptly commence good faith discussions with Network regarding such auditnon-compliance. If, Licensee after such good faith discussions, the Auditor concludes that Network has in fact complied with its obligations hereunder, then the Auditor shall pay interest thereon from the date such payment was originally due at a rate equal promptly provide written notice to the lesser of one hundred ten percent (110%) of the Prime Rate and the maximum rate permitted by applicable law. If such error is in excess of ten percent (10%) of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due plus interest in accordance with the previous sentence, pay to Licensor (i) the reasonable, out-of-pocket costs and expenses incurred by Licensor in connection with any such audit, and (ii) reasonable outside attorneys fees actually incurred by Licensor in enforcing the collection thereofparties stating only that Network has complied. In the event that after such good faith discussions, the rate Auditor concludes that Network has not complied with its obligations pertaining to the Revenue Share Records provided by Network hereunder, then, Network shall have the option, at Network’s sole election (to be exercised by giving written notice of interest its election to Affiliate within ten (10) business days following the Auditor’s conclusion), to either (A) comply with its obligations hereunder or (B) authorize the Auditor to provide to Affiliate only that limited information acquired during the course of the audit as is necessary for Affiliate to pursue its claim or claims related to Network’s non-compliance with its obligations pertaining to the Revenue Share Records provided by Network hereunder. Under no circumstances, other than the limited circumstance set forth in clause (B) above, shall any information acquired during the course of the audit be disclosed to Affiliate by the Auditor. Both Network and Affiliate shall use good faith efforts to resolve any claim or claims arising from an audit conducted pursuant to this Section exceeds 7(d). Nothing herein shall prevent Affiliate from exercising rights, if any, to receive full and complete financial information regarding the maximum permitted legal interest rateNetwork in the event that Affiliate has a seat on Network’s Board of Directors or is an equity holder of The Tube Media Corp. and such rights are granted to other members of Network’s Board of Directors and/or equity holders in The Tube Media Corp. (iv) Any claim by Affiliate with respect to amounts owing by Network must be made within the earlier of three (3) months after the Auditor provides Affiliate the results of the audit, such rate shall or twelve (12) months after the close of the earliest month that is the subject of a claim, or Affiliate will be automatically reduced deemed to have waived its right, whether known or unknown, to collect any shortfalls from Network for the maximum permitted legal interest rate, and all other terms and conditions of this Agreement shall remain in full force and effectperiod(s) audited.

Audit. During the Term and for two years thereafter, Licensee shall keep and maintain during the Term and one year thereafter complete and accurate books of account and records for the number of Authorized Subscribers during the Term at its principal place of business in connection with each of the Included Programs and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During such record retention period, upon thirty Upon ten (3010) business days’ notice, and no more than once per calendar year, Licensor shall have the right during business hours to have a nationally recognized auditor audit and check (but not copy) at Licensee’s principal place of business, Licensee’s books and records, including relevant electronic data and systems data, pertaining to such records for the accuracy of the statements and other financial information delivered to Licensor by Licensee then-current year and the amount of the license fees paid or payable hereunderprior year. The exercise by Licensor of any right to audit or the acceptance by Licensor of any statement or payment, whether or not the subject of an audit, shall not bar Licensor from thereafter asserting a claim for any balance due, and Licensee shall remain fully liable for any balance due under the terms of this Agreement. Such audit shall be conducted in a manner that does not unreasonably interrupt Comcast’s normal business and shall last no longer than 3090 days. Licensor shall provide the results of such audit to Licensee within six months of the completion of such audit, provided that Licensor may only audit any particular record once. If and if an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, and upon agreement of the parties and execution and delivery by Licensor of a release that is acceptable to Licensee, Licensee shall immediately promptly pay the amount of any underpayment. If the underpayment is in excess of five percent (5%) of the license fees for the period covered by such audit, Licensee shall pay interest thereon from the date such payment was originally due at a rate equal to the lesser of one hundred ten percent (110%) of the Prime Rate and the maximum rate permitted by applicable law. If such error is in excess of ten percent (10%) of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due plus interest in accordance with the previous sentence, pay to Licensor (i) the reasonable, out-of-out of pocket costs and expenses incurred by Licensor in connection with any such audit, and (ii) reasonable outside attorneys fees actually incurred by Licensor in enforcing the collection thereof. In the event that the rate of interest set forth in this Section exceeds the maximum permitted legal interest rate, such rate shall be automatically reduced to the maximum permitted legal interest rate, and all other terms and conditions of this Agreement shall remain in full force and effect.

Audit. During the Term and for two years thereafter, Licensee Landlord shall keep and maintain complete and accurate books of account and records so that they fairly and accurately reflect the Operating Expenses on a consistent basis and in accordance with sound management practices. Tenant, at its principal place of business in connection with each of Tenant's expense, shall have the Included Programs and pertaining to Licensee’s compliance with the terms hereofright, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During such record retention period, upon thirty (30) business days’ notice, and no more frequently than once per calendar year, Licensor following thirty (30) days' prior written notice (such written notice to be given within ninety (90) days following Tenant's receipt of Landlord's Operating Expense Report delivered in accordance with SECTION 4.e. to Landlord, to audit Landlord's books and records relating to Operating Expenses for the immediately preceding calendar year only. Without limitation upon the foregoing, Tenant's right to audit Landlord's books and records shall be subject to the following conditions: 1. The audit must be concluded within one hundred twenty (120) days after Tenant's receipt of Landlord's Operating Expense Report for the year to which such audit relates; 2. The conduct of such audit must not unreasonably interfere with the conduct of Landlord's business; 3. Except for one audit during the first two years of the term of this Lease, no audit shall be allowed unless Basic Operating Costs for the calendar year in question have increased by more than eight percent (8%) over Basic Operating Costs for the immediately preceding calendar year; 4. Such audit shall be conducted during Normal Business Hours and at the location where Landlord maintains its books and records; 5. Tenant shall deliver to Landlord a copy of the results of such audit within ten (10) business days after its receipt by Tenant; 6. No audit shall be permitted if an Event of Default by Tenant has occurred and is continuing under this Lease, including any failure by Tenant to pay an amount in Dispute; 7. Tenant shall reimburse Landlord for the reasonable cost of all copies requested by Tenant's auditor within ten (10) days following written demand for same by Landlord; 8. Such audit must be conducted by an independent, nationally-recognized accounting firm or a local accounting firm reasonably acceptable to Landlord that is not being compensated by Tenant on a contingency fee basis and which has agreed with Landlord in writing to keep the results of such audit confidential by executing and delivering to Landlord a confidentiality agreement in the form of EXHIBIT I attached to this Lease, such confidentiality agreement to also be signed and delivered to Landlord by Tenant; 9. No subtenant shall have the right during business hours to audit and check at Licensee’s principal place audit; 10. If, for any calendar year, an assignee of business, Licensee’s books and records, including relevant electronic data and systems data, pertaining to the accuracy of the statements and other financial information delivered to Licensor Tenant (if permitted by Licensee and the amount of the license fees paid this Lease) has audited or payable hereunder. The exercise by Licensor of any right to audit or the acceptance by Licensor of any statement or payment, whether or not the subject given notice of an audit, shall Tenant will be prohibited from auditing such calendar year, unless in the case of an audit having been noticed but not bar Licensor from thereafter asserting a claim for any balance dueyet performed by such assignee, and Licensee shall remain fully liable for any balance due under the terms assignee withdraws its audit notice, and, similarly, if Tenant has audited such calendar year or given such notice, the foregoing restrictions of this Agreement, provided that Licensor may only audit any particular record once. If an examination establishes an error in Licensee’s computation of license fees due with respect SECTION 6(g)(8) will apply to the Included Programs, Licensee shall immediately pay assignee's right to audit; and 11. Any assignee's audit right will be limited to the amount of any underpayment. If period after the underpayment is in excess of five percent (5%) effective date of the license fees for assignment. Unless Landlord in good faith disputes the period covered by results of such audit, Licensee shall pay interest thereon from the date such payment was originally due at a rate equal to the lesser of one hundred ten percent (110%) of the Prime Rate and the maximum rate permitted by applicable law. If such error is in excess of ten percent (10%) of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due plus interest in accordance with the previous sentence, pay to Licensor (i) the reasonable, out-of-pocket costs and expenses incurred by Licensor in connection with any such audit, and (ii) reasonable outside attorneys fees actually incurred by Licensor in enforcing the collection thereof. In the event that the rate of interest set forth in this Section exceeds the maximum permitted legal interest rate, such rate an appropriate adjustment shall be automatically reduced made between Landlord and Tenant to the maximum permitted legal interest rate, and all other terms and conditions reflect any overpayment or underpayment of this Agreement shall remain in full force and effect.Tenant's Proportionate Share of Operating Expenses within forty-five

Audit. During the Term Pursuant to Section 18 below, a Permitted Transferee of Purchaser may include a publicly registered real estate investment trust, and for two years thereaftertherefore, Licensee shall keep upon request by Purchaser or such Permitted Transferee after Closing, and maintain complete and accurate during regular business hours, Seller agrees to make its books of account and records at relating to the Property available for inspection and audit by Purchaser or its principal place of business in connection with each of the Included Programs agents. Purchaser may also review and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, make copies of the statements referred to in Article 16 any of this Schedule. During such record retention periodSeller's files, upon thirty (30) business days’ notice, and no more than once per calendar year, Licensor shall have the right during business hours to audit and check at Licensee’s principal place of business, Licensee’s books and records, including relevant electronic data and systems data, pertaining records relating to the accuracy of the statements and other financial information delivered to Licensor by Licensee and the amount of the license fees paid or payable hereunderProperty. The exercise by Licensor of any right to audit or the acceptance by Licensor of any statement or payment, whether or not the subject of an audit, Purchaser shall not bar Licensor from thereafter asserting a claim be responsible for any balance due, and Licensee shall remain fully liable for any balance due under the terms of this Agreement, provided that Licensor may only audit any particular record once. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of any underpayment. If the underpayment is in excess of five percent (5%) of the license fees for the period covered by such audit, Licensee shall pay interest thereon from the date such payment was originally due at a rate equal to the lesser of one hundred ten percent (110%) of the Prime Rate and the maximum rate permitted by applicable law. If such error is in excess of ten percent (10%) of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due plus interest in accordance with the previous sentence, pay to Licensor (i) the reasonable, all out-of-pocket costs and expenses incurred by Licensor in connection associated with any such audit. Seller shall reasonably cooperate (at no out of pocket cost to Seller) with Purchaser’s auditor in the conduct of such audit. In addition and notwithstanding anything to the contrary in this Agreement, Seller agrees to provide to Purchaser or any affiliate of Purchaser, if requested by such auditor, historical financial statements for the Property (for the past three (3) years) (with the names of parties having an equity interest in Seller redacted), including (without limitation) income and balance sheet data for the Property, whether required before or after Closing, to the extent within Seller’s possession or control. Without limiting the foregoing, (i) Purchaser or its designated independent or other auditor may audit Seller’s operating statements of the Property, at Purchaser’s expense, and Seller shall provide such documentation as Purchaser or its auditor may reasonably request in order to complete such audit to the extent such information is in Seller’s possession or control, and (ii) reasonable outside attorneys fees actually incurred Seller shall furnish to Purchaser such financial and other information in Seller’s possession or control as may be reasonably required by Licensor in enforcing Purchaser or any affiliate of Purchaser to make any required filings with the collection thereofU.S. Securities and Exchange Commission (“SEC”) or other governmental authority. In Seller shall maintain its records for use under this Section for a period of not less than one (1) year after the event that Closing. This Section 4(b)(x) shall expressly survive Closing for a period of one (1) year after the rate of interest set forth Closing. Nothing in this Section exceeds the maximum permitted legal interest rate, such rate 4(b)(x) shall be automatically reduced deemed to create or imply any representations or warranties by Seller regarding such books and records or any other matters which are the maximum permitted legal interest ratesubject of any such audit or Seller’s cooperation therewith, and any and all such representations or warranties are specifically and fully disclaimed by Seller. Furthermore, in no event shall Seller have any obligation or liability of any kind to Purchaser or any Permitted Transferee in connection with any discrepancies or other terms and conditions of this Agreement shall remain in full force and effectissues disclosed by any such audit.

Audit. During the Term and for two years thereafter, Licensee Comcast shall keep and maintain complete and accurate books of account and records at its principal place of business in connection with each of the Included Programs Program assets and pertaining to LicenseeComcast’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this ScheduleSection 21. During such record retention period, upon thirty Upon ten (3010) business days’ written notice, and no more than once per calendar yearyear during the Term and once during the two (2) year period following the end of the Term, Licensor Studio shall have the right during business hours to audit and check at LicenseeComcast’s principal place of business, LicenseeComcast’s books and records, including relevant electronic data and systems data, records pertaining to the accuracy of the statements and other financial information delivered to Licensor by Licensee and the amount of the license fees Fees paid or payable hereunderhereunder in the then current calendar year and immediately preceding calendar year. The Any audit hereunder will be conducted only by a nationally recognized audit or accounting firm (provided that such firm shall agree to confidentiality provisions substantially similar to those set forth in Section 28). No portion of the compensation for any such audit or accounting firm shall be contingent upon the results of such audit. Subject to the terms of this Section 21 and other than payments made in satisfaction of an audit, the exercise by Licensor Studio of any right to audit or the acceptance by Licensor Studio of any statement or payment, whether or not the subject of an audit, payment shall not bar Licensor Studio from thereafter asserting a claim for any balance due, and Licensee Comcast shall remain fully liable for any balance due under the terms of this Agreement, provided that Licensor may only . Studio shall provide the results of such audit to Comcast within three (3) months of conducting the audit and any particular record oncesuch information shall be deemed confidential information of Comcast in accordance with Section 28. If an examination establishes an error in Licensee’s computation of license fees due Studio must make any claim against Comcast with respect to unpaid Fees that were the Included Programs, Licensee shall immediately pay subject of an audit within six (6) months after Studio receives the amount of any underpayment. If the underpayment is final results from such audit (but in excess of five percent no case later than eight (5%) of the license fees for the period covered by such audit, Licensee shall pay interest thereon from the date such payment was originally due at a rate equal to the lesser of one hundred ten percent (110%) of the Prime Rate and the maximum rate permitted by applicable law8) months after Studio’s representatives last leave Comcast’s offices). If such error claim is not made within the time frame permitted by the immediately preceding sentence, then the Fee payments that were the subject of such audit and all reports required hereunder shall be deemed final and incontestable, and Studio will be deemed to have forever and conclusively waived its right, whether known or unknown, to collect any shortfalls from Comcast for the period(s) audited. If a confirmed discrepancy in excess of ten percent (10%) of such license fees the Fees due for the period covered by such audit is revealed by any such audit, Licensee Comcast shall, in addition to making immediate prompt payment of the additional license fees due plus interest in accordance with the previous sentenceamount of such discrepancy, pay to Licensor Studio (i) the reasonable, documented out-of-pocket costs and expenses incurred by Licensor in connection with any Studio for such audit, and (ii) reasonable outside attorneys attorney’s fees actually incurred by Licensor Studio in enforcing the collection thereof. In Any overpayment identified by such audit shall, at Comcast’s election, either (a) be taken as a credit by Comcast against future Fees payable hereunder; or (b) be paid by Studio to Comcast within thirty (30) days after Studio’s receipt of the event audit report. Non-Disparagement. Studio shall not in any way include programming, information (e.g., a “crawl”, pop-up or “placard”) in the Included Programs that is intended to disparage any member(s) of the rate Comcast Group, any System, or the Licensed Service(s) or otherwise negatively portray any member(s) of interest the Comcast Group, any Systems or the Licensed Service(s); provided, however, that this provision shall not prohibit Studio from engaging in advertising or promotion for the Included Programs or responding to viewer inquiries, provided that any such communications, advertisements and promotions are in accordance with the provisions set forth in this Section exceeds the maximum permitted legal interest rate, such rate shall be automatically reduced to the maximum permitted legal interest rate, and all other terms and conditions of this Agreement shall remain in full force and effectAgreement.

Audit. During the Term and for two years thereafter, Licensee 5.1 TDA shall keep and maintain complete and accurate books of account and records at its principal place of business in connection with each of the Included Programs and pertaining covering all transactions relating to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this ScheduleAgreement. During such record retention period, upon thirty (30) business days’ notice, and no more than once per calendar year, Licensor IGR shall have the right during business hours to audit engage an independent accounting firm to examine TDA's sales information and check at Licensee’s principal place of business, Licensee’s all other books and records, including relevant electronic records necessary to establish the accuracy and timeliness of the Royalties required hereunder. Such examination shall be at the premises of TDA on ten (10) working days written notice and during normal business hours. The information provided to IGR by the accounting firm will be the net sales and the application of the appropriate royalty rate to calculate royalties due. The accounting firm shall be required to take reasonable steps to hold all TDA information confidential. Details of the review and all work papers and related supporting data and systems data, pertaining to the accuracy of review will be held confidential by the statements accounting firm and other financial information will not be shown, divulged, or delivered directly or indirectly to Licensor by Licensee and the amount of the license fees paid IGR or payable hereunderany third party. The exercise accounting firm shall be bound by Licensor a reasonable non-disclosure agreement to ensure compliance with this paragraph. Notwithstanding anything to the contrary, no such confidentiality obligation shall restrict the accounting firm in the event of any right to audit litigation or the acceptance by Licensor of any statement or payment, whether or not the subject of an audit, shall not bar Licensor from thereafter asserting a claim for any balance due, and Licensee shall remain fully liable for any balance due under the terms of this Agreement, provided that Licensor may only audit any particular record once. If an examination establishes an error in Licensee’s computation of license fees due similar proceeding with respect to the Included Programs, Licensee shall immediately pay the amount of any underpaymentthis Agreement. The examination may be conducted not more than once a year. If the it is determined that TDA has made any Royalty underpayment which is in excess of greater than five percent (5%) of the license fees for any Royalty Period, TDA shall reimburse IGR for the period covered by such audit, Licensee shall pay interest thereon from the date such payment was originally due at a rate equal to the lesser of one hundred ten percent (110%) of the Prime Rate and the maximum rate permitted by applicable law. If such error is in excess of ten percent (10%) of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due plus interest in accordance with the previous sentence, pay to Licensor (i) the reasonable, out-of-pocket costs and expenses incurred by Licensor in connection with any of such audit. 5.2 Upon request by IGR, and but not more than once each year, TDA shall, at its own cost, furnish to IGR within thirty (ii30) reasonable outside attorneys fees actually incurred days after such request a detailed statement, prepared by Licensor in enforcing TDA's Chief Financial Officer, setting forth the collection thereof. In number of Products manufactured from the event that later of the rate of interest set forth in this Section exceeds the maximum permitted legal interest rate, such rate shall be automatically reduced to the maximum permitted legal interest rate, and all other terms and conditions commencement of this Agreement or the date of any previous such statement up to and including the date of IGR's request therefore and also setting forth the pricing information for all Products (including the number and description of the Products) shipped, distributed and sold by TDA during the aforementioned time period. 5.3 All books of account and records of TDA covering all transactions relating to TDA shall remain in full force and effectbe retained by TDA until at least two (2) years after the expiration or termination of the Term for possible inspection by IGR.

Audit. During At its option, Landlord may at any time, upon three (3) days' prior written notice to Tenant, arrange for an auditor selected by Landlord to conduct a complete audit (including a physical inventory) of the Term entire records and for two years thereafteroperations of Tenant and/or any concessionaire concerning business transacted upon or includable in Gross Sales from the leased premises during the period covered by any statement issued by Tenant or a concessionaire as above set forth in Article III. Tenant shall make available to Landlord's auditor at the leased premises (or at Tenant's corporate headquarters, Licensee shall keep and maintain complete and accurate books if elected by Landlord) within three (3) days following Landlord's notice requiring such audit, all of account the books, source documents, accounts and records at its principal place of business in connection with each of the Included Programs and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 Section 3.1 of this ScheduleLease and any other materials which such auditor deems necessary or desirable for the purpose of making such audit. During such record retention period, upon thirty (30) business days’ notice, and no more than once per calendar year, Licensor Tenant shall have the right during business hours promptly pay to audit and check at Licensee’s principal place of business, Licensee’s books and records, including relevant electronic data and systems data, pertaining to the accuracy of the statements and other financial information delivered to Licensor by Licensee and the amount of the license fees paid or payable hereunder. The exercise by Licensor of any right to audit or the acceptance by Licensor of any statement or payment, whether or not the subject of an audit, shall not bar Licensor from thereafter asserting a claim for any balance due, and Licensee shall remain fully liable for any balance due under the terms of this Agreement, provided that Licensor may only audit any particular record once. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay Landlord the amount of any underpayment. If the underpayment is deficiency in excess of five percent (5%) of the license fees for the period covered percentage rent payments disclosed by any such audit, Licensee shall pay interest thereon from the date such payment was originally due at a rate equal to the lesser of one hundred ten percent (110%) of the Prime Rate and the maximum rate permitted by applicable law. If such error audit shall disclose that Tenant's statement of Gross Sales is in excess at variance to the extent of ten a one percent (101%) or more, Landlord may bill to Tenant the amount of any deficiency and the cost of such license fees due for audxx, which shall be paid by Tenant within ten (10) days after Tenant's receipt of Landlord's invoice; in the period covered event Tenant fails to pay such discrepancy and costs, Landlord may terminate this Lease as set forth below and/or shall have such other rights and remedies as may be provided herein or at law arising by virtue of Tenant's failure to pay rent. If such auditaudit shall disclose that Tenant's statement of Gross Sales is at variance to the extent of three percent (3%) or more, Licensee shallthen Landlord, in addition to making immediate payment the foregoing remedy and other remedies available to Landlord, shall have the option, upon at least ten (10) days' notice to Tenant, to declare this Lease terminated and the term ended, in which event this Lease shall cease and terminate on the date specified in such notice with the same force and effect as though the date set forth in such notice were the date originally set forth herein and fixed for the expiration of the additional license fees due plus interest term, and Tenant shall vacate and surrender the leased premises but shall remain liable for all obligations arising during the balance of the original stated term as provided in this Lease. In addition to the foregoing, and in addition to all other remedies available to Landlord, in the event Landlord or Landlord's auditor shall schedule a date for an audit of Tenant's records in accordance with this Section, and Tenant shall fail to be available or shall otherwise fail to comply with the previous sentencerequirements for such audit, Tenant shall pay to Licensor (i) the reasonable, out-of-pocket all costs and expenses incurred by Licensor in connection associated with any such the scheduled audit, and (ii) reasonable outside attorneys fees actually incurred by Licensor in enforcing the collection thereof. In the event that the rate of interest set forth in this Section exceeds the maximum permitted legal interest rate, such rate shall be automatically reduced to the maximum permitted legal interest rate, and all other terms and conditions of this Agreement shall remain in full force and effect.SEE ATTACHED RIDERS FOR INSERTS

Audit. During the Term and for two years thereafter, Licensee QSA shall keep and maintain complete and accurate books and accounts of account and records at its principal place of business record in connection with each the manufacture by it of the Included Programs and pertaining Sources in sufficient detail to Licensee’s compliance with permit accurate determination of all figures necessary for verification of all compensation required to be paid pursuant to Article 9. QSA shall maintain such records for a period of three (3) years after the terms hereof, including, without limitation, copies end of the statements referred to year in Article 16 of which they were generated. These records may be audited by Novoste in accordance with this Schedule. During such record retention period, upon thirty (30) business days’ noticeAgreement, and no more than once per calendar yearshall be available for review by Novoste at any time upon reasonable notice. Except as provided below, Licensor Novoste, at its sole expense and through its accounting personnel or, if Novoste elects, through an independent certified public accountant reasonably acceptable to QSA, shall have the right during business hours to audit and check at Licensee’s principal place of business, Licensee’s examine the books and recordsrecords of QSA relating to the activities of QSA hereunder and compensation due QSA hereunder for the sole purpose of verifying such statements. Such audit shall be conducted upon six (6) weeks' prior written notice to QSA during ordinary business hours, including relevant electronic data and systems data, shall not be more frequent than once during each calendar year except for those records pertaining to the accuracy supply of Strontium 90. In the statements and other financial case of Strontium 90 records, these can be inspected with 5 days notice at intervals no shorter than three (3) months. Novoste agrees to keep in strict confidence all information delivered learned in the course of such audits, except when it is necessary to Licensor by Licensee and the amount of the license fees paid or payable hereunderreveal such information in order to enforce its rights under this Agreement. The exercise by Licensor of any Novoste's right to audit have such records examined shall survive termination or the acceptance expiration of this Agreement for a period of one (1) year. As each Phase of this Agreement shall be priced and invoiced in a different manner, any financial audits undertaken by Licensor of any statement or payment, whether or not the subject of an auditNovoste, shall not bar Licensor from thereafter asserting be done in a claim way that is appropriate for any balance duethe type of pricing and invoicing that was undertaken. In all events, and Licensee QSA shall remain fully liable for any balance due under the terms of this Agreement, provided that Licensor may only audit any particular record once. If an examination establishes an error in Licensee’s computation of license fees due with respect promptly remit to the Included Programs, Licensee shall immediately pay Novoste the amount of any underpayment. If overpayment, plus interest at the underpayment is in excess rate of five percent (5%) of the license fees for the period covered by such audit, Licensee shall pay interest thereon 10% per annum from the date such payment was originally due at a rate equal received by QSA until repaid to Novoste. In addition, if the lesser audit reveals an overcharge of one hundred ten percent (110%) of the Prime Rate and the maximum rate permitted by applicable law. If such error is in excess of more than ten percent (10%) of such license fees due the amount due, QSA shall reimburse Novoste for the period covered by such audit, Licensee shall, in addition to making immediate payment cost of the additional license related audit and any costs incident thereto, including attorney's fees due plus interest in accordance with the previous sentence, pay to Licensor (i) the reasonable, out-of-pocket costs and expenses incurred by Licensor in connection with any such audit, and (ii) reasonable outside attorneys fees actually incurred by Licensor in enforcing the collection thereof. In the event that the rate of interest set forth in this Section exceeds the maximum permitted legal interest rate, such rate shall be automatically reduced to the maximum permitted legal interest rate, and all other terms and conditions costs of this Agreement collection. Should such audits reveal that QSA have undercharged Novoste, then Novoste shall remain in full force and effectpromptly remit to QSA such sums as have not been recovered.

Audit. During the Term Licensee and for two years thereafter, Licensee shall its wholly-owned subsidiaries agrees to keep and maintain complete true and accurate books records for the purpose of account and records at its principal place of business making the reports described in connection with each Section 3.5 of the Included Programs and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this ScheduleAgreement. During such record retention period, upon thirty (30) business days’ notice, and no more than once per calendar year, Licensor shall have the right to nominate an auditor acceptable to and approved by Licensee, which approval shall not be unreasonably withheld, who shall have the right to inspect and make copies of the records (both electronic and hard copy) of Licensee during reasonable business hours for the purpose of verifying compliance with the reporting obligations set forth in Section 3.5 as well as such other books and records (both electronic and hard copy) as are reasonably required to verify Licensee's compliance with each and every term and condition of this Agreement. Licensor shall provide Licensee with no less than 2 weeks written notice of its intent to audit and check at the Licensee’s principal place of business, Licensee’s 's books and records, including relevant electronic data and systems data, pertaining to the accuracy of the statements and other financial information delivered to Licensor by Licensee and the amount of the license fees paid or payable hereunder. The exercise by Licensor of any right to audit or the acceptance by Licensor of any statement or payment, whether or not the subject of an audit, shall not bar Licensor from thereafter asserting a claim for any balance duerecords as provided under this Agreement, and Licensee and its wholly-owned subsidiaries shall remain fully liable be ready for any balance due under such audit - meaning that Licensee shall have all records required hereunder ready for inspection upon the terms arrival of this Agreementthe audit team and Licensee and its wholly-owned subsidiaries shall also promptly provide additional documentation as may be reasonably required. Such notice shall indicate the period to be audited, provided that Licensor may only audit any particular record oncethe identity of the auditor and the scope for the audit. If an such audit or examination establishes an error in of Licensee’s computation of license fees due with respect 's books and records reveals that Licensee or its wholly-owned subsidiaries have failed to the Included Programsproperly account for and pay Licensee Fees owing to Licensor hereunder, Licensee shall immediately pay the such owed amount of any underpayment. If the underpayment is in excess of five percent (5%) of the license fees for the period covered by such audit, Licensee shall pay will bear interest thereon from the date such payment was originally due until paid at a rate of interest equal to the lesser of one hundred ten 18 percent (110%) of the Prime Rate and compounded per annum or the maximum interest rate permitted allowed by applicable law. If such error is in excess of ten percent (10%) of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due plus interest in accordance with the previous sentence, pay to Licensor If: (i) the reasonable, out-of-pocket costs and expenses incurred unpaid amount exceeds the total amount reported under the reporting obligations set forth in Section 3.5 by Licensor [*] or more in connection with any such audit, and given year under the Agreement; (ii) Licensee or its wholly-owned subsidiaries are not ready for the audit as outlined herein; (iii) Licensee or its wholly-owned subsidiaries do not timely comply with supplemental records requests and audit responses; or (iv) in the reasonable outside attorneys fees actually incurred by opinion of the auditor, Licensee or its wholly-owned subsidiaries are not cooperating with the audit process, then Licensee will reimburse Licensor in enforcing the collection thereof. In the event that the rate of interest set forth in this Section exceeds the maximum permitted legal interest rate, such rate shall be automatically reduced to the maximum permitted legal interest rate, and all other terms and conditions of this Agreement shall remain in full force and effectfor [*].

Audit. During Subject to the confidentiality provisions of this Agreement, during the Term of this Agreement and for a period of two (2) years thereafter, Licensee NeuLion shall keep and maintain accurate and complete books and accurate books records of account and records at its principal place of business in connection with each its performance under this Agreement (including without limitation internet protocol addresses all data related to the STBs and the Service and all other items with respect to which NeuLion has any reporting obligations to Company hereunder). For clarity, with the exception of Contested Xxxx Subscriber Information (with respect to which amounts payable thereunder are outstanding as of the Included Programs and pertaining to Licensee’s compliance with date that is five (5) days following the terms hereof, including, without limitation, copies end of the statements referred to Wind Down Period), all Subscribers, former Subscribers and Migrated Subscribers shall be identified in Article 16 of this Schedule. During such record retention period, upon thirty (30) business days’ notice, and no more than once per calendar year, Licensor shall have the right during business hours to audit and check at Licensee’s principal place of business, LicenseeNeuLion’s books and recordsrecords by such Subscribers’, including relevant electronic data former Subscribers’ and systems dataMigrated Subscribers’ corresponding STB MAC address(es), pertaining to or by such other information as may be mutually agreed upon by the accuracy Parties in writing that uniquely identifies each such Subscriber, former Subscriber and Migrated Subscriber. For further clarity (and without limitation of any of the statements and other financial information delivered to Licensor by Licensee and the amount of the license fees paid or payable hereunder. The exercise by Licensor of any right to audit or the acceptance by Licensor of any statement or payment, whether or not the subject of an audit, foregoing) this Section 22 shall not bar Licensor from thereafter asserting a claim for any balance due, and Licensee shall remain fully liable for any balance due under the terms of this Agreement, provided that Licensor may only audit any particular record once. If an examination establishes an error in Licenseeaffect NeuLion’s computation of license fees due with respect obligations to the Included Programs, Licensee shall immediately pay the amount of any underpayment. If the underpayment is in excess of five percent return and/or destroy Confidential Information (5%including without limitation Subscriber Information) of the license fees for the period covered by such audit, Licensee shall pay interest thereon from the date such payment was originally due at a rate equal to the lesser of one hundred ten percent (110%) of the Prime Rate and the maximum rate permitted by applicable law. If such error is in excess of ten percent (10%) of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due plus interest in accordance with the previous sentenceterms and conditions of this Agreement. Company may audit the books and records of NeuLion relevant to this Agreement no more than twice each year. All such audits shall be performed at NeuLion’s principal offices, pay to Licensor (i) in the reasonableUnited States, out-of-pocket costs and expenses incurred where such records are kept by Licensor in connection with any such audit, and (ii) reasonable outside attorneys fees actually incurred an independent accounting firm chosen by Licensor in enforcing the collection thereofCompany. In the event that the rate of interest set forth Except as otherwise provided in this Section exceeds the maximum permitted legal interest rate22, such rate all audits shall be automatically reduced performed at the sole expense of the Company. All such audits will take place on reasonable notice and during NeuLion’s normal business hours. Such audits will be conducted to determine that NeuLion is or has performed in accordance with the maximum permitted legal interest rate, and all other terms and conditions of this Agreement and all Business Rules (including without limitation, with respect to NeuLion’s accounting, billing, cash collection and cash distribution obligations in connection with this Agreement). NeuLion shall remain cooperate with Company by making available all personnel and books and records relevant to this Agreement that are requested by the applicable independent accounting firm during any audit conducted hereunder. Any accounting discrepancies will be resolved within thirty (30) days from the last day of the audit, and in full force the event those discrepancies reveal an overcharge of, or underpayment to, Company by Neulion that is *******, NeuLion will pay the amount of such overpayment or underpayment together with the reasonable and effectactual costs of the audit incurred by Company within sixty (60) days of the completion of the applicable audit. The audited books and records as well as the results of any such audit shall be considered Confidential Information as set forth in this Agreement; provided, however, nothing in this provision shall be construed to preclude the use of such materials in the course of litigation between the Parties regarding this Agreement, if necessary. Company shall be entitled to conduct an audit regardless of the existence of any claim, dispute, controversy, litigation or other action between the Parties. The provisions of this Section 22 shall survive expiration or termination of this Agreement for any reason or no reason for a period of two (2) years.

Audit. During the Term and for two years thereafterAt its option, Licensee shall keep and maintain complete and accurate books of account and records Lessor may at its principal place of business in connection with each of the Included Programs and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During such record retention periodany time, upon not less than thirty (30) business days’ , prior written notice to Lessee, arrange for an auditor selected by Lessor to conduct a complete audit (including a physical inventory) of the entire records and operations of Lessee included in Gross Revenues from the Premises during the period covered by any statement issued by Lessee. Lessee shall make available to the Lessor’s auditor at the Premises or Lessee’s main accounting office on the day set forth in Lessor’s notice, and no more than once per calendar yearrequiring such audit, Licensor shall have all of the right during business hours to audit and check at Licensee’s principal place of business, Licensee’s books and financial records, including relevant electronic data and systems datasource documents, pertaining to the accuracy of the statements and other financial information delivered to Licensor by Licensee and the amount of the license fees paid or payable hereunder. The exercise by Licensor of any right to audit or the acceptance by Licensor of any statement or paymentvariance reports, whether or not the subject of an auditgeneral ledgers, shall not bar Licensor from thereafter asserting a claim for any balance duemanagement reports, arrearage reports, check registers, and Licensee any other materials which such auditor deems necessary or desirable for the purpose of performing such audit. Lessee shall remain fully liable for any balance due under the terms of this Agreement, provided that Licensor may only audit any particular record once. If an examination establishes an error in Licensee’s computation of license fees due with respect promptly pay to the Included Programs, Licensee shall immediately pay Lessor the amount of any underpaymentdeficiency in Base Rent and/or Ticket Surcharge payments disclosed by any such audit. If such audit shall disclose that Lessee’s statement of Gross Revenues is at variance to the underpayment is in excess extent of five percent (5%) or more, Lessor may xxxx to Lessee the cost of the license fees for the period covered by such audit, Licensee which Lessee shall pay interest thereon within thirty (30) days after Lessee’s receipt of Lessor’s invoice. If such audit shall disclose an overpayment, Lessor shall credit such overpayment toward the next payment of Rent due. In addition to the foregoing, and in addition to all other remedies available to Lessor, in the event Lessee’s auditor and Lessor’s auditor shall schedule a date for an audit of Lessee’s records, and Lessee shall fail to be available or shall otherwise fail to comply with the requirements for such audit, Lessee shall pay all costs and expenses associated with the canceled audit. Lessor and Lessee agree to attempt to resolve any audit dispute not resolved in sixty (60) days following delivery of the final audit by submitting the results of the disputed audit to a mutually acceptable third-party accounting firm for its opinion, the fees of which shall be paid by Lessee. In addition to Lessor’s available remedies, in the event an audit or other reliable information reveals that Lessee’s records are unavailable due to Lessee’s failure to reasonably maintain such records, Lessor shall be entitled to collect as Additional Rent from the date such payment was originally due at a rate Lessee an amount equal to the lesser of one hundred ten (i) fifty percent (11050%) of the Prime Rate and Base Rent (the maximum rate permitted "Audit Unavailability Penalty") paid by applicable law. If such error is Lessee in excess of ten percent (10%) of such license fees due the preceding Lease Year prorated for the period covered by such auditin question (i.e., Licensee shallif the period in question is equal to six (6) months, in addition then the Additional Rent provided for herein will be equal to making immediate payment 50% (1/2 of the additional license fees due plus interest in accordance with year) of the previous sentence, pay to Licensor (iAudit Unavailability Penalty) the reasonable, out-of-pocket costs and expenses incurred by Licensor in connection with any such audit, and or (ii) reasonable outside attorneys fees actually incurred by Licensor the difference between (x) 110% of the Base Rent that Lessee has calculated as payable in enforcing the collection thereofyear in question and (y) the Base Rent paid in the preceding Lease Year. In Lessor’s exercise of the event that the rate of interest set forth foregoing remedy shall in this Section exceeds the maximum permitted legal interest rateno way limit or otherwise affect Lessor’s ability to exercise other remedies available to it, such rate nor shall be automatically reduced Lessee’s obligations pursuant to the maximum permitted legal interest rateterms, and all other terms covenants and conditions of this Agreement Lease (including, without limitation, Lessee’s obligation with respect to reporting Gross Revenues and payment of Base Rent and Ticket Surcharge) be in any manner reduced or diminished by the exercise of such remedy. Lessor shall remain additionally have such audit rights as are set forth by Section 18-102, City Code, which is deemed as being incorporated by reference as if fully set forth herein. In addition Lessor shall have the ability but not the duty to conduct inspections, as are set forth in full force and effectSection 18- 101, City Code, deemed as being incorporated by reference as if fully set forth herein, from time to time, of the Premises as provided.

Audit. During (a) Novartis shall keep, and shall cause its Affiliates and their licensees and sublicensees to keep, for three (3) years from the Term and for two years thereafter, Licensee shall keep and maintain date of each payment of royalties under this Agreement complete and accurate records of sales of each Drug Product in sufficient detail and in accordance with International Financial Reporting Standards to allow the accurate determination of accrued royalties. Evotec shall keep, and shall cause its Affiliates and their licensees and sublicensees to keep, for three (3) years from the date of each payment made to or by Evotec under this Agreement complete and accurate records and books of account accounts in accordance with International Financial Reporting Standards, and such records and books of accounts shall contain all data reasonably required to allow the accurate determination of Research Collaboration related expenses, number of FTEs employed, and accrued royalties (if any). Each Party shall notify the other in the event that it changes the accounting principles pursuant to which its records are maintained, it being understood that only internationally recognized accounting principles may be used. (b) For the purposes of the audit rights described herein, and among the Parties, a Person subject to an audit in any given year will be referred to as the “Auditee” and the other Party who has certain and respective rights, as defined below, to audit the books and records of the Auditee will be referred to as the “Audit Rights Holder.” Each Party may, upon request and at its principal place of own expense (except as provided for herein), cause an internationally-recognized independent accounting firm selected by it (except one to whom the Auditee has a reasonable objection), (the “Auditor”) to audit during ordinary business in connection with each hours the books and records of the Included Programs Auditee and pertaining the correctness of any payment made or required to Licensee’s compliance with be made to or by the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During such record retention period, upon thirty (30) business days’ noticeAuditee, and no more than once per calendar year, Licensor shall have the right during business hours any report underlying such payment (or lack thereof) pursuant to audit and check at Licensee’s principal place of business, Licensee’s books and records, including relevant electronic data and systems data, pertaining to the accuracy of the statements and other financial information delivered to Licensor by Licensee and the amount of the license fees paid or payable hereunder. The exercise by Licensor of any right to audit or the acceptance by Licensor of any statement or payment, whether or not the subject of an audit, shall not bar Licensor from thereafter asserting a claim for any balance due, and Licensee shall remain fully liable for any balance due under the terms of this Agreement. Prior to commencing its work pursuant to this Agreement, provided that Licensor the Auditor shall enter into an appropriate confidentiality agreement with the Auditee by which the auditor shall keep confidential all information reviewed during such audit. The Auditor shall have the right to disclose to the Audit Rights Holder its conclusions regarding any under-reporting, underpayment, or overcharge by the Auditee. (c) In respect of each audit of the Auditee’s books and records: (i) each Auditee may only be audited once per year, (ii) no records for any given year for a particular Auditee may be audited more than once, (iii) the Audit Rights Holder shall only be entitled to audit books and records of the particular Auditee from the three (3) calendar years prior to the calendar year in which the audit request is made. In order to initiate an audit for a particular calendar year, the Audit Rights Holder must provide written notice to the Auditee of one or more proposed audit dates not less than forty-five (45) calendar days prior to the first proposed audit date. The Auditee shall reasonably accommodate the scheduling of such audit. The Auditee shall provide the Auditor with full and complete access to the applicable books and records and otherwise reasonably cooperate with such audit. The Auditee shall make its records available for inspection by the Auditor during business hours at such place or places where such records are customarily kept. (d) The audit report and basis for any particular record oncedetermination by an Auditor shall be made available for review and comment by the Auditee, and the Auditee shall have the right, at its expense, to request a further determination by such Auditor as to matters which the Auditee disputes (to be completed no more than thirty (30) calendar days after the first determination is provided to such Auditee and to be limited to the disputed matters). If the Parties disagree as to such further determination, the Audit Rights Holder and the Auditee shall mutually select an examination establishes internationally-recognized independent accounting firm that shall make a final determination as to the remaining matters in dispute that shall be binding upon the Parties, and the Auditee shall bear the accounting fees in connection with such final determination, subject to Section 5.7(e). Such accountants shall not disclose to the Audit Rights Holder any information relating to the business of the Auditee except that which is properly contained in any report required hereunder or otherwise required to be disclosed to such Party to the extent necessary to verify the payments required to be made pursuant to the terms of this Agreement. (e) If an error in Licensee’s computation audit shows any under-reporting, underpayment, or overcharge by any Party, that under-reporting, underpayment or overcharging shall be reported to the other Party and the relevant Party shall remit such underpayment or reimburse such overcompensation (together with interest at the rate of license fees due the 3 month USD LIBOR plus two percent (2%) per month with respect to any underpayment or overcharge) to the Included Programsunderpaid or overcharged Party within fifteen (15) calendar days of receiving the audit report. Further, Licensee shall immediately pay if the amount of audit for an annual period shows an under-reporting, underpayment or an overcharge by any underpayment. If the underpayment is Party in excess of five percent (5%) of the license fees for amounts properly determined, the period covered by such underpaying or overcharging Party, as the case may be, shall reimburse the applicable underpaid or overcharged Audit Rights Holder conducting the audit, Licensee shall pay interest thereon from the date such payment was originally due at a rate equal to the lesser of one hundred ten percent (110%) of the Prime Rate for its respective audit fees and the maximum rate permitted by applicable law. If such error is in excess of ten percent (10%) of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due plus interest in accordance with the previous sentence, pay to Licensor (i) the reasonable, reasonable out-of-pocket costs and expenses incurred by Licensor in connection with any such audit, and (ii) reasonable outside attorneys fees actually incurred by Licensor in enforcing the collection thereof. In the event that the rate of interest set forth in this Section exceeds the maximum permitted legal interest rate, such rate which reimbursement shall be automatically reduced to the maximum permitted legal interest rate, made within thirty (30) calendar days of receiving appropriate invoices and all other terms and conditions of this Agreement shall remain in full force and effectdocumentation for such audit-related costs.

Audit. During the Term and for two years thereafter, Licensee shall keep and maintain complete and accurate books of account and records Upon at its principal place of business in connection with each of the Included Programs and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During such record retention period, upon thirty (30) business least 30 days’ advance written notice by ACT, Company shall permit, and shall cause its Sublicensees to permit, an independent certified public accounting firm of nationally recognized standing selected by ACT (who has not been engaged by ACT to provide any material services in any other capacity at any time during the three-year period before such selection), and reasonably acceptable to Company or such Sublicensee, to have access to and to review, during normal business hours on business days upon reasonable prior written notice, the applicable records of Company and no more than once per calendar year, Licensor shall have the right during business hours its Sublicensees to audit and check at Licensee’s principal place of business, Licensee’s books and records, including relevant electronic data and systems data, pertaining to verify the accuracy of the statements royalty payments pursuant to Section 3. Such review may cover: (a) the records for sales made in any calendar year ending not more than three years before the date of such request, and other financial information (b) only those periods that have not been subject to a prior audit. Except as described hereafter, all such audits shall be conducted at the expense of ACT. Such audits shall be conducted not more than once in each calendar year and not more than once for each audited period. In the event such accountant concludes that additional payments of any kind as required by this Agreement were owed to ACT during such period, the additional amounts shall be paid within 30 days after the date of the corresponding invoice sent by ACT and delivered to Licensor by Licensee and the amount Company with copy of the license fees paid or payable hereunderaforementioned accountant’s written report so concluding, unless Company disputes the results of such audit in accordance with Section 13.3. The exercise fees charged by Licensor such accountant shall be paid by ACT, unless the audit discloses that the amounts payable by Company for the audited period are more than 110% of the amounts actually paid for such period, in which case Company shall pay the reasonable fees and expenses charged by the accountant for such audit (pending the results of any right dispute initiated by either Party pursuant to audit or the acceptance by Licensor of any statement or payment, whether or not the subject of an audit, shall not bar Licensor from thereafter asserting a claim for any balance due, and Licensee shall remain fully liable for any balance due under the terms of this Agreement, provided that Licensor may only audit any particular record once. If an examination establishes an error in Licensee’s computation of license fees due Section 13.3 with respect to the Included Programssame). In the event such accountant concludes that there was an overpayment by Company to ACT during such period, Licensee at Company’s option, the overpayment shall immediately pay be paid by ACT to Company within 30 days after the amount of any underpayment. If the underpayment is in excess of five percent (5%) date of the license fees for corresponding invoice sent by Company to ACT, unless ACT disputes the period covered by such audit, Licensee shall pay interest thereon from the date such payment was originally due at a rate equal to the lesser of one hundred ten percent (110%) of the Prime Rate and the maximum rate permitted by applicable law. If such error is in excess of ten percent (10%) results of such license fees due for audit in accordance with Section 13.3. ACT shall cause the period covered by independent certified public accountant to keep confidential any information obtained during such audit, Licensee shall, in addition to making immediate payment of the additional license fees due plus interest inspection in accordance with the previous sentence, pay to Licensor (i) the reasonable, out-of-pocket costs and expenses incurred by Licensor in connection with any such audit, and (ii) reasonable outside attorneys fees actually incurred by Licensor in enforcing the collection thereof. In the event that the rate of interest provisions set forth in Section 7 hereof. The Parties agree that all information subject to review under this Section exceeds 4.3 or under any Sublicense agreement is, as between the maximum permitted legal interest rateParties, such rate shall be automatically reduced to the maximum permitted legal interest rate, and all other terms and conditions Confidential Information of this Agreement shall remain in full force and effectCompany.

Audit. 8.1. During the Term and for two years one (1) year thereafter, Licensee Licensor shall keep and maintain complete and accurate books of account and records at its principal place of business in connection with each of have the Included Programs and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During such record retention periodright, upon thirty at least ten (3010) business days’ notice, days written notice to Licensee and no more than once per calendar year, to inspect Licensee's books and records in the possession of or under the control of Licensee solely with respect to the calculation of the Royalty, during Licensee's regular business hours and without any unreasonable disruption of Licensee’s business, and at the place or places where such records are normally retained by Licensee. While on Licensee’s premises, Licensor (or its qualified third-party auditor) shall at all times comply with Licensee’s rules, regulations, and policies, including security requirements, and shall be subject to supervision by Licensee’s personnel. The on-premises portion of any audit shall be limited to ten (10) business days; provided that during such period Licensee has provided all records necessary to verify the calculation of the Royalty. Any third party auditors retained by Licensor shall have be reputable, independent accounting or auditing firms. No audit may cover any period covered by a previous audit or cover a period spanning more than two (2) years prior to commencement of the right during business hours audit. Licensor shall be permitted to audit and check at Licensee’s principal place make copies of business, Licensee’s the books and records, including relevant electronic data records made available to it and systems data, pertaining extracts therefrom. The results and proceeds of any audit shall be provided to Licensee and deemed Licensee's confidential information to be used only in Licensor's efforts to enforce compliance with the Agreement. 8.2. Any claim with respect to an audit must be made within nine (9) months following the date Licensor (or its third-party auditor) had been provided access to the information necessary to confirm the accuracy of the statements and other financial information delivered to Licensor by Licensee and the amount calculation of the license fees paid or payable hereunder. The exercise by Licensor of any right to audit or the acceptance by Licensor of any statement or payment, whether or not the subject of an audit, shall not bar Licensor from thereafter asserting a claim for any balance due, and Licensee shall remain fully liable for any balance due under the terms of this Agreement, provided that Licensor may only audit any particular record once. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of any underpayment. If the underpayment is in excess of five percent (5%) of the license fees for the period covered by such audit, Licensee shall pay interest thereon from the date such payment was originally due at a rate equal to the lesser of one hundred ten percent (110%) of the Prime Rate and the maximum rate permitted by applicable law. If such error is in excess of ten percent (10%) of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due plus interest in accordance with the previous sentence, pay to Licensor (i) the reasonable, out-of-pocket costs and expenses incurred by Licensor in connection with any such audit, and (ii) reasonable outside attorneys fees actually incurred by Licensor in enforcing the collection thereofRoyalty. In the event that an audit reveals a discrepancy in the amount of Royalty owed Licensor from what was actually paid, Licensee shall pay such discrepancy, plus interest, calculated at the rate of interest set forth in this Section exceeds equal [REDACTED] PERCENT ([REDACTED]%) per annum calculated pro rata on a daily basis, but not to exceed the maximum permitted legal interest raterate allowed by law. In the event that such discrepancy is in excess of [REDACTED] UNITED STATES DOLLARS ($[REDACTED]), Licensee shall also reimburse Licensor for the actual, reasonable, and documented costs of such rate audit. 8.3. All books and records relative to Licensee's calculation of the Royalty hereunder shall be automatically reduced maintained and kept accessible and available to the maximum permitted legal interest rate, and all other terms and conditions Licensor for inspection for at least one (1) year after expiration or termination of this Agreement shall remain in full force and effectAgreement.

Audit. During Throughout the Term and for two years thereafterterm of this Contract Agreement, Licensee Contractor shall keep and maintain complete and accurate books of account and records at its principal place of business in connection with each submit to the CVB, within ninety (90) days of the Included Programs and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies close of the statements referred to in Article 16 of this Schedule. During such record retention period, upon thirty (30) business days’ notice, and no more than once per calendar Contractor’s fiscal year, Licensor shall have a certified audit from a certified public accountant covering the right during business hours to audit and check Contractor’s financial statements for its operations at Licensee’s principal place of business, Licensee’s books and records, including relevant electronic data and systems data, pertaining to the accuracy of the statements and other financial information delivered to Licensor by Licensee and the amount of the license fees paid or payable hereunder. The exercise by Licensor of any right to audit or the acceptance by Licensor of any statement or payment, whether or not the subject of an audit, shall not bar Licensor from thereafter asserting a claim for any balance due, and Licensee shall remain fully liable for any balance due under the terms of this Agreement, provided that Licensor may only audit any particular record once. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of any underpayment. If the underpayment is in excess of five percent (5%) of the license fees for the period covered by such audit, Licensee shall pay interest thereon from the date such payment was originally due at a rate equal to the lesser of one hundred ten percent (110%) of the Prime Rate and the maximum rate permitted by applicable law. If such error is in excess of ten percent (10%) of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due plus interest in accordance with the previous sentence, pay to Licensor (i) the reasonable, out-of-pocket costs and expenses incurred by Licensor in connection with any such audit, and (ii) reasonable outside attorneys fees actually incurred by Licensor in enforcing the collection thereofFacilities. In the event that the rate CVB is not satisfied with the statements on a generally accepted accounting principles basis (GAAP) presented herein, the CVB shall have the right to conduct a special audit of interest set forth the Contractor’s books and records, by auditors selected by the CVB. Should such audit(s) uncover a deficiency or deficiencies in this Section exceeds payments from the maximum permitted legal interest rateCVB for any period covered, such rate in excess of one percent (1%), the total amount owing plus the cost of the audit shall be automatically reduced immediately due and payable by the Contractor and shall not be expensed as a controllable expense. The Contractor shall permit the CVB, from time to time, as its Auditor deems necessary, to inspect and audit at any and all reasonable times, all books and records pertaining to the maximum permitted legal interest rateContractor’s gross receipts to verify the amount of gross receipts generated by the Contractor on or from the Facilities, and all shall supply the CVB with, or shall permit the CVB to make, a copy of any such books and records and any portion thereof, upon the request of the CVB’s Director of Finance or functional successor or designee. The Designee shall notify the Contractor of the amount of any over or underpayment found. Any overpayment shall be a credit against any fee subsequently due, or at the CVB’s option, shall be refunded to the CVB. In the event of an underpayment, the CVB shall pay to the Contractor the amount of such underpayment plus any costs incurred in auditing the Contractor’s books and records. The Contractor shall ensure that the CVB’s right to inspect, audit, and copy the Facilities user’s books and records is a condition of any sublease or other terms and conditions of this Agreement shall remain in full force and effectarrangement under which any other person or entity is permitted to use or occupy the Facilities.

Audit. During If Tenant disputes the Term and for two years thereafter, Licensee shall keep and maintain complete and accurate books amount of account and records at its principal place of business operating expenses set forth in connection with each of the Included Programs and pertaining to Licensee’s compliance with invoice from the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During such record retention period, upon thirty (30) business days’ noticeLandlord within forth-five days after receipt thereof, and no more than once per calendar yearprovided Tenant is not then in default under this Lease, Licensor Tenant shall have the right during business hours upon notice to have Landlord's book and records relating to operating expenses audited by a qualified professional selected by Tenant or by Tenant itself. If after such audit and check at Licensee’s principal place of business, Licensee’s books and records, including relevant electronic data and systems data, pertaining to the accuracy of the statements and other financial information delivered to Licensor by Licensee and Tenant still disputes the amount of operating expenses, a certification as to the license fees paid or payable hereunder. The exercise proper amount shall be made by Licensor of any right to audit or the acceptance by Licensor of any statement or paymentLandlord's independent certified public accountant in consulting with Tenant's professional, whether or not the subject of an audit, which certification shall not bar Licensor from thereafter asserting a claim for any balance due, be final and Licensee shall remain fully liable for any balance due under the terms of this Agreement, provided that Licensor may only audit any particular record onceconclusive. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of any underpayment. If the underpayment is in excess of such audit reveals that operating expenses were overstated by five percent (5%) or more in the calendar year audited Landlord shall within thirty (30) days after the certification pay to Tenant the amount of any overstatement which it had collected from Tenant. However, if such certification does not show that Landlord had made such an overstatement then Tenant shall pay both the costs of its professional as well as the reasonable charges of Landlord's independent certified public accountant engaged to determine the correct amount of operating expenses. If the certification shows that Landlord has undercharged Tenant then Tenant shall within thirty (30) days pay to Landlord the amount of any undercharge. Books and records necessary to accomplish any audit permitted under this Section shall be retained for twelve months after the end of each calendar year, and on receipt of notice of Tenant's dispute of the license fees for operating expenses shall be made available to Tenant to conduct the period covered by such audit, Licensee shall pay interest thereon from which may be either at the date such payment was originally due Premises, or at a rate equal to the lesser of one hundred ten percent (110%) of the Prime Rate and the maximum rate permitted by applicable law. If such error is Landlord's office in excess of ten percent (10%) of such license fees due for the period covered by such auditWinston-Salem, Licensee shall, in addition to making immediate payment of the additional license fees due plus interest in accordance with the previous sentence, pay to Licensor (i) the reasonable, out-of-pocket costs and expenses incurred by Licensor in connection with any such audit, and (ii) reasonable outside attorneys fees actually incurred by Licensor in enforcing the collection thereofNorth Carolina. In the event that the rate of interest set forth Tenant elects to have a professional audit Landlord's operating expenses as provided in this Section exceeds the maximum permitted legal interest rateLease, such rate audit must be conducted by an independent nationally or regionally recognized accounting firm that is not being compensated by Tenant on a contingency fee basis. All information obtained through such audit as well as any compromise, settlement or adjustment reached as a result of such audit shall be automatically reduced held in strict confidence by Tenant and its officers, agents, and employees and as a condition to such audit, the Tenant's auditor shall execute a written agreement agreeing that the auditor is not being compensated on a contingency fee basis and that all information obtained through such audit as well as any compromise, settlement or adjustment reached as a result of such audit, shall be held in strict confidence and shall not be revealed in any manner to any person except upon the prior written consent of the Landlord, which consent shall not be unreasonably withheld in Landlord's sole discretion, or if required pursuant to any litigation between Landlord and Tenant materially related to the maximum permitted legal interest ratefacts disclosed by such audit, or if required by law. No subtenant shall have any right to conduct an audit and all other terms and conditions no assignee shall conduct an audit for any period during which such assignee was not in possession of this Agreement shall remain in full force and effectthe Premises.

Audit. During Tenant shall have the Term right to audit, at Tenant’s sole cost and for two years thereafterexpense and so long as Tenant is not in default of this Lease, Licensee Landlord’s records pertaining to the computation of Operating Expenses and Taxes under Section 7 of this Lease, so long as Tenant complies with the following provisions: (a) Tenant shall perform such inspection within one hundred twenty (120) days following the receipt of Landlord’s reconciliation statement pertaining to the operating year in question, (b) Tenant shall provide to Landlord a copy of the inspection report, (c) Tenant shall keep the report confidential and maintain complete shall not share the contents, results, or the fact that Tenant is investigating the operating expenses or adjustments with any other person, except for its advisors on a need-to-know basis, (d) Tenant shall pay to Landlord within ten (10) days following its inspection any amount determined to be owing by Tenant, and accurate books (e) Tenant shall give written notice of account and records at its principal place intention to audit no later than ninety (90) days following receipt of business in connection with each of the Included Programs and Landlord’s reconciliation statement pertaining to Licenseethe operating year in question. If Tenant does not give Landlord written notice of any objection or request to audit within ninety (90) days following receipt of Landlord’s compliance with the terms hereofreconciliation statement pertaining to an operating year, including, without limitation, copies of the statements referred then such statement shall be binding on Tenant. Tenant’s inspection may only be conducted by Tenant’s employees or by Tenant’s certified public accountant paid on an hourly basis (and not a contingent fee basis). Landlord agrees to in Article 16 of this Schedule. During such record retention period, upon pay Tenant any amount determined to be owing to Tenant as determined within thirty (30) business days’ notice, and no more than once per calendar year, Licensor shall have the right during business hours to audit and check at Licenseedays following Landlord’s principal place of business, Licensee’s books and records, including relevant electronic data and systems data, pertaining to the accuracy receipt of the statements inspection report or within thirty (30) days following a report by an independent certified public accountant selected by Landlord and other financial information delivered to Licensor approved by Licensee and the amount of the license fees paid or payable hereunder. The exercise by Licensor of any right to audit or the acceptance by Licensor of any statement or paymentTenant, whether or not the subject of an audit, which approval shall not bar Licensor from thereafter asserting a claim for any balance duebe unreasonably withheld, and Licensee shall remain fully liable for any balance due under the terms of this Agreement, provided that Licensor may only audit any particular record once. If an examination establishes an error in Licenseeif Landlord does not agree with Tenant’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of any underpayment. If the underpayment is in excess of five percent (5%) of the license fees for the period covered by such audit, Licensee shall pay interest thereon from the date such payment was originally due at a rate equal to the lesser of one hundred ten percent (110%) of the Prime Rate and the maximum rate permitted by applicable law. If such error is in excess of ten percent (10%) of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due plus interest in accordance with the previous sentence, pay to Licensor (i) the reasonable, out-of-pocket costs and expenses incurred by Licensor in connection with any such audit, and (ii) reasonable outside attorneys fees actually incurred by Licensor in enforcing the collection thereof. In the event that the rate of interest set forth in this Section exceeds the maximum permitted legal interest rate, such rate shall be automatically reduced to the maximum permitted legal interest rate, and all other terms and conditions of this Agreement shall remain in full force and effectinspection report.

Audit. During the Term 28.1 With respect to each Included Program, during its License Period and for two years thereafter, Licensee Licensor shall keep and maintain complete and accurate have the right, upon the auditor’s execution of a reasonable confidentiality agreement, to audit Licensee’s books of account and records at its principal place necessary for (i) the computation of business in connection with each of the License Fees for such Included Programs Program and pertaining to (ii) confirming Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 Section 9 (Other Content Providers) of this Schedule. During such record retention periodAgreement (“Records”) (and, upon thirty (30only in the case where Licensee does not have sufficient Records, Licensee shall require any Approved System to accord Licensor the same audit rights with respect to their respective Records) business days’ notice, and no more than once per calendar year, Licensor year for a period not to exceed 30 days. Any audit shall have the right take place during normal business hours using a nationally recognized accounting or audit firm or an accounting or audit firm recognized throughout the entertainment industry, or such other accounting firm upon which the parties shall mutually agree. To the extent an audit relates to audit and check at LicenseeLicensor’s principal place of businessopportunity under this Agreement to match other agreements, Licensee’s books and records, including relevant electronic data and systems data, pertaining to the accuracy of the statements and other financial information delivered such auditor shall disclose to Licensor by only such information as is necessary to permit Licensor to enforce its rights hereunder (e.g., if such auditor concludes that Licensee and the amount of the license fees paid or payable hereunder. The exercise by Licensor of any right to audit or the acceptance by Licensor of any statement or paymenthas fully complied with an audited match provision, whether or not the subject of an audit, such auditor shall not bar Licensor from thereafter asserting a claim for any balance due, and Licensee shall remain fully liable for any balance due under the terms of this Agreement, provided only report that Licensor may only audit any particular record oncefact). If an examination establishes an error in Licensee’s computation of license fees due with respect audit reveals that Licensee has under-reported the amounts payable to the Included ProgramsLicensor hereunder, Licensee shall immediately account and pay to Licensor for the amount of any underpayment. If the underpayment is in excess of five percent (5%) of the license fees for the period covered by such audit, Licensee shall pay shortfall together with interest thereon from the date such payment was originally due at a an annual rate equal to the lesser of one hundred ten percent (110%) % of the Prime Rate and prime lending rate of X.X. Xxxxxx Xxxxx (or the maximum rate permitted by applicable law, if lower). If such error is Further, if an audit reveals an aggregate underpayment of License Fees in excess of ten percent (10%) of such license fees due % for the period covered by such auditaudited, Licensee shall, in addition to making immediate payment of the additional license fees due plus interest in accordance with the previous sentence, shall pay to Licensor (i) the reasonable, all actual out-of-pocket of¬pocket costs and expenses reasonably incurred by Licensor for such audit up to $75,000; provided, however, that such $75,000 cap shall only be applicable if Licensee has reasonably cooperated with Licensor and has not in any way committed any intentional act or omission which causes Licensor’s audit costs to increase in connection with such audit. 28.2 The exercise of Licensor’s right to audit pursuant to this Section 28 shall be with prejudice to Licensor’s rights and remedies with regard to the matters audited; provided, however, that Licensor shall retain any rights or remedies hereunder with regard to fraud, the failure of Licensee or an Approved System to produce documents requested during any such audit, and (ii) reasonable outside attorneys fees actually incurred by Licensor in enforcing the collection thereof. In failure of Licensee to make any payment required as the event that the rate result of interest set forth in this Section exceeds the maximum permitted legal interest rate, such rate shall be automatically reduced to the maximum permitted legal interest rate, and all other terms and conditions of this Agreement shall remain in full force and effectaudit.

Audit. During Tenant shall have the Term right to examine, audit and for two years thereafter, Licensee shall keep and maintain complete and accurate photocopy Landlord’s books of account and records at relating to Tenant’s Proportionate Share of Operating Expenses and Taxes for any Operating Year for a period of six (6) months following the date that Tenant receives the Operating Statement and Tax Statement; provided, however, that (a) Tenant may exercise such right only once per twelve (12) month period; and (b) Tenant signs a confidentiality agreement in form reasonably satisfactory to Landlord in its principal place of business in connection with each of the Included Programs and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedulesole discretion. During such record retention period, upon Tenant shall give Landlord not less than thirty (30) business days’ notice, prior written notice of its intention to examine and no more than once per calendar year, Licensor shall have the right during business hours to audit and check at Licensee’s principal place of business, Licensee’s such books and records, including relevant electronic data and systems data, pertaining to such examination and audit shall take place in the accuracy city where the Premises are located. All costs of the statements examination and other financial information delivered to Licensor audit shall be performed by Licensee a certified public accountant and shall be on a non-contingent fee basis and shall be borne by Tenant; provided, however, that if such examination and audit establishes that Tenant’s Proportionate Share of Operating Expenses and Taxes for the year in question are less than the amount of set forth on the license fees paid or payable hereunder. The exercise Operating Statement and Tax Statement by Licensor of any right to audit or the acceptance by Licensor of any statement or paymentat least three percent (3%), whether or not the subject of an audit, then Landlord shall not bar Licensor from thereafter asserting a claim for any balance due, and Licensee shall remain fully liable for any balance due under the terms of this Agreement, provided that Licensor may only audit any particular record once. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount reasonable costs of any underpaymentsuch examination and audit. If the underpayment is in excess of five percent payments made by Tenant for such year are more than Tenant’s required payment on account thereof for such Operating Year, Landlord shall promptly refund such overpayment. If the payments made by Tenant for such year are less than Tenant’s required payment on account thereof for such Operating Year, Tenant shall pay the deficiency to Landlord within thirty (5%30) days after conclusion of the license fees for the period covered by such audit, Licensee shall pay interest thereon from the date such payment was originally due at a rate equal to the lesser of one hundred ten percent (110%) of the Prime Rate examination and the maximum rate permitted by applicable law. If such error is in excess of ten percent (10%) of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due plus interest in accordance with the previous sentence, pay to Licensor (i) the reasonable, audit as well as Landlord’s actual out-of-pocket costs and expenses incurred by Licensor in connection with such examination and audit. The obligation to make such refund or payment for any such audit, period within the Lease Term shall survive expiration of the Lease Term. If Tenant does not elect to exercise its right to examine and (ii) reasonable outside attorneys fees actually incurred audit Landlord’s books and records for any Operating Year within the time period provided for by Licensor in enforcing the collection thereof. In the event that the rate of interest set forth in this Section exceeds the maximum permitted legal interest rate5, such rate Tenant shall be automatically reduced have no further right to the maximum permitted legal interest rate, challenge Landlord’s Operating Statement and all other terms and conditions of this Agreement shall remain in full force and effectTax Statement.

Audit. During the Term and for two years thereafterThe Licensor may, Licensee shall keep and maintain complete and accurate books upon five (5) business days advance written notice specifying any time of account and records at its principal place of business in connection with each of the Included Programs and pertaining to day during Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During such record retention period, upon thirty (30) business days’ notice, and no more than once per calendar year, Licensor shall have the right during business hours (or if Licensee has no set business hours then during the hours of 8AM to 4PM), either itself or using a third party agent, audit and check at Licensee’s principal place of business, Licensee’s books and recordsrecords at Licensee’s place of business for the purpose of verifying Licensee’s reports and compliance by Licensee in all other respects with this Agreement. In no event shall such audits be conducted hereunder more frequently than once every twelve (12) months and in no case shall Licensor be permitted to repeat an audit of books for a period previously audited unless Licensee has undergone a restatement of its records for that period. Notwithstanding the foregoing, including relevant electronic data and systems dataLicensee will grant Licensor, pertaining or its auditor, access to all of Licensee’s records for all prior periods to the accuracy of extent necessary to perform a proper audit. If any audit identifies an underpayment by Licensee, Licensee will promptly pay the statements and other financial information delivered underpayment to Licensor including interest as provided for in Section 4.03. If any audit identifies an overpayment by Licensee, Licensee and may deduct such overpayment from the amount next scheduled payments due Licensor until such overpayment has been recovered by Licensee. If any audit leads to the discovery of the license fees paid or payable hereunder. The exercise by Licensor an underpayment in respect of any right to audit or the acceptance by Licensor Calendar Quarter of any statement or payment, whether or not the subject of an audit, shall not bar Licensor from thereafter asserting a claim for any balance due, and Licensee shall remain fully liable for any balance due under the terms of this Agreement, provided that Licensor may only audit any particular record once. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of any underpayment. If the underpayment is in excess of more than five percent (5%) between amounts due in respect of such quarter and amounts reported to be due by Licensee in its quarterly report for such quarter or otherwise reveals a previously undisclosed material breach of this Agreement, Licensee will, within thirty (30) days after written notice from the Licensor, reimburse the Licensor for all of its costs related to the audit. Otherwise, any audit will be at the Licensor’s expense. Licensee will, in any event and without regard to the size of the license fees for discrepancy, immediately pay to the period covered by such auditLicensor the amount of any previous underpayment, Licensee shall pay including interest thereon from the date time such payment amount was originally due at a rate equal to the lesser of one hundred ten percent (110%) of the Prime Rate and the maximum rate permitted by applicable law. If such error is until paid in excess of ten percent (10%) of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due plus interest full in accordance with Section 4.03. Any audit conducted pursuant to this Section 5.05 will be conducted, at Licensor’s option, by the previous sentence, pay to Licensor (i) the reasonable, out-of-pocket costs and expenses incurred itself or by an auditor selected by Licensor in connection with and reasonably acceptable to the Licensee. For the avoidance of any such auditdoubt, Licensor’s right to audit books under this Section 5.05 applies to all Affiliates that sell Licensed Products or practice Licensed Processes and (ii) reasonable outside attorneys fees actually incurred to all Permitted Sublicensees to the same extent that it applies to Licensee. Failure by Licensee, an Affiliate or a Permitted Sublicensee to permit Licensor in enforcing the collection thereof. In the event that the rate of interest to conduct an audit as set forth in this Section exceeds 5.05 will immediately give Licensor the maximum permitted legal interest rate, right to suspend the non-compliant party’s rights under the Patent Rights until such rate shall be automatically reduced time as said party becomes compliant with this Section 5.05. Licensor’s right to audit Licensee’s books in accordance with this Section 5.05 will extend until the maximum permitted legal interest rate, and all other terms and conditions earlier of (i) two (2) years following the last commercial sale of a Licensed Product or (ii) three (3) years after the expiration or termination of this Agreement shall remain in full force for any reason. With respect to any Licensor’s rights under a continuing Sublicense under Sections 2.03(A) and effect2.03(E), Licensor’s right to audit the Permitted Sublicensee’s books will extend for three (3) years after the expiration or termination of said Sublicense for any reason.

Audit. During From and after the Term date of this Contract and for two years thereafterwithin 120 days after the Closing, Licensee shall keep and maintain complete and accurate books of account and records Purchaser may, at its principal place sole cost and expense, cause an independent accounting firm to prepare and deliver to Purchaser (and Seller if requested by Seller in writing) an audit of business in the historical statement of revenues and direct operating expenses of the Property (the “Audit”) for the calendar years 2010, 2011 and 2012 (through the date of Closing). In connection with each the Audit, Seller acknowledges and agrees that (i) the Audit may be included in any filing or filings, as the case may be, that Purchaser (or any affiliate of the Included Programs and pertaining Purchaser) is required to Licensee’s compliance file with the terms hereofSecurities and Exchange Commission, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During such record retention period, upon thirty (30ii) business days’ notice, it will reasonably cooperate with Purchaser and no more than once per calendar year, Licensor shall have the right during business hours to audit its independent accounting firm and check at Licensee’s principal place of business, Licensee’s books and records, including relevant electronic data and systems data, pertaining (iii) it will consent to the accuracy retention of Seller’s independent accounting firm by Purchaser (or any affiliate of Purchaser) to prepare and deliver the statements Audit. In addition, Purchaser acknowledges and other financial information delivered to Licensor agrees that (i) the Audit shall be at Purchaser’s sole cost and expense, (ii) Purchaser will reimburse Seller for all out of pocket costs incurred by Licensee and the amount of the license fees paid or payable hereunder. The exercise by Licensor of any right to audit or the acceptance by Licensor of any statement or payment, whether or not the subject of an audit, shall not bar Licensor from thereafter asserting a claim for any balance due, and Licensee shall remain fully liable for any balance due under the terms of this Agreement, provided that Licensor may only audit any particular record once. If an examination establishes an error in Licensee’s computation of license fees due Seller with respect to the Included Programs, Licensee shall immediately pay the amount of any underpayment. If the underpayment is in excess of five percent (5%) of the license fees for the period covered by such audit, Licensee shall pay interest thereon from the date such payment was originally due at a rate equal to the lesser of one hundred ten percent (110%) of the Prime Rate and the maximum rate permitted by applicable law. If such error is in excess of ten percent (10%) of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due plus interest in accordance with the previous sentence, pay to Licensor (i) the reasonable, out-of-pocket costs and expenses incurred by Licensor in connection with any such auditAudit, and (iiiii) reasonable outside attorneys fees actually incurred by Licensor in enforcing the collection thereofAudit will occur at a mutually agreed upon date and time. In the event that the rate The provisions of interest set forth in this Section exceeds 21 shall survive the maximum permitted legal interest rateClosing. EXECUTED effective as of the date first above written. Upon final execution by Seller and Purchaser, such rate the last to sign shall complete the date on the first page hereof, and that date shall be automatically reduced to deemed the maximum permitted legal interest rate, and all other terms and conditions “Effective Date” of this Agreement shall remain in full force and effect.Contract. Date: 10/10/12 GRANITE WESTCHASE PARTNERS, LTD, a Texas limited partnership By: Westchase GPI, LLC, a Texas limited liability company, its general partner By: Granite Properties, Inc., a Delaware corporation, its manager By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Senior Controller Date: Oct 10, 2012 FSP WESTCHASE LLC, a Delaware limited liability company By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: President

Audit. During In order to verify compliance with the terms of this ----- Agreement and the use of Software Products by Company and its Customers and Sublicensees, during the Term and for two (2) years thereafter, Licensee shall keep and maintain complete and accurate Microsoft may audit Company's relevant books of account and records and/or inspect Company's facilities, data center(s) and procedures. Any audit and/or inspection shall be conducted during regular business hours at its principal place Company's facilities, with at least five (5) days prior notice, and in such a manner as not to interfere unreasonably with the operations of the Company. At Microsoft's sole discretion, an audit may be conducted by an independent certified public accountant selected by Microsoft (other than on a contingent fee basis). If Microsoft so chooses, it will enter into a non-disclosure agreement with the independent public accountant performing the audit that will obligate such independent public accountant to hold in confidence any of Company's confidential information, including any unrelated financial, business and technical information observed in connection with the course of the audit, Company agrees to provide Microsoft's designated audit or inspection team access to the relevant Company records and facilities, If any material unlicensed use of Software Products is disclosed during an audit, Company shall promptly acquire sufficient Licenses to cover all unlicensed use disclosed by any such audit; and Company shall pay to Microsoft an amount equal to: (i) the reasonable expenses incurred in conducting such audit; plus (ii) an additional License fee of fifteen percent (15%) of the price stated in the then current Price List for each of the Included Programs required Licenses. If an audit discloses any material unlicensed use of a Software Product by a Customer, it shall be presumed that such unlicensed use began upon commencement of such Customer's relationship with Company, unless Company's records reasonably demonstrate that such unlicensed use was limited in scope and pertaining duration. For purposes of this Section 6(b), "material unlicensed use of Software Products" shall exist if, upon audit, it is determined that, with respect to Licensee’s compliance with any Software Product the terms hereof, including, without limitation, copies Company has Licenses for fewer than ninety-five percent (95%) of the statements referred access rights provided to Customers that are disclosed by the audit. Microsoft shall use the information obtained or observed in Article 16 the audit solely for the purposes of this Schedule. During such record retention period, upon thirty (30x) business days’ notice, determining whether the Company has been obtaining sufficient Licenses for the Software Products it is using and no more than once per calendar year, Licensor shall have the right during business hours to audit and check at Licensee’s principal place of business, Licensee’s books and records, including relevant electronic data and systems data, pertaining to the accuracy of the statements and other financial information delivered to Licensor by Licensee and the amount of the license fees paid or payable hereunder. The exercise by Licensor of any right to audit or the acceptance by Licensor of any statement or payment, whether or not the subject of an audit, shall not bar Licensor from thereafter asserting a claim for any balance due, and Licensee shall remain fully liable for any balance due under has otherwise complied with the terms of this Agreement, provided that Licensor may only audit (y) enforcing its rights under this Agreement and any particular record once. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of any underpayment. If the underpayment is in excess of five percent (5%) of the license fees for the period covered by such audit, Licensee shall pay interest thereon from the date such payment was originally due at a rate equal to the lesser of one hundred ten percent (110%) of the Prime Rate and the maximum rate permitted by applicable law. If such error is in excess of ten percent (10%) of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due plus interest in accordance with the previous sentence, pay to Licensor (i) the reasonable, out-of-pocket costs and expenses incurred by Licensor in connection with any such auditlaws, and (iiz) reasonable outside attorneys fees actually incurred by Licensor determining if Company has accurately reported Customer information to Microsoft. Microsoft will hold all such information in enforcing the collection thereof. In the event that the rate of interest set forth in this Section exceeds the maximum permitted legal interest rate, such rate shall be automatically reduced to the maximum permitted legal interest rate, and all other terms and conditions of this Agreement shall remain in full force and effectconfidence.

Audit. During the Term and for two a period of three (3) years thereafter, thereafter the Licensee shall keep and maintain complete and accurate books of account and records at its principal place of business in connection true detailed and accurate books and records together with supporting bills invoices and vouchers of any and all transactions (including without limitation the manufacture shipping distribution and sale of each of the Included Programs Products and pertaining packaging or containers thereof) which relate to Licensee’s compliance or affect this agreement the Products or any provisions hereof. The said books and records with supporting documentation and other items shall be open to audit examination inspection the terms hereof, including, without limitation, making of extracts and the taking of copies of thereof by the statements referred to in Article 16 of this Schedule. During such record retention period, Licensor or its representative(s) during regular business hours upon thirty no more that five (305) business days’ notice, . In the event that any such examination and no more than once per calendar year, Licensor inspection shall indicate that the Licensee shall have the right during business hours to audit and check at Licensee’s principal place of business, Licensee’s books and records, including relevant electronic data and systems data, pertaining made errors to the accuracy detriment of the statements and other financial information delivered Licensor then the Licensee shall forthwith pay to the Licensor by Licensee and the amount of the license fees paid or payable hereunder. The exercise by Licensor of any right to audit or the acceptance by Licensor of any statement or payment, whether or not the subject of an audit, shall not bar Licensor from thereafter asserting a claim for any balance due, relevant discrepancy and Licensee shall remain fully liable for any balance due under the terms of this Agreement, provided that Licensor may only audit any particular record once. If an examination establishes an if such error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee detriment of the Licensor shall immediately pay the amount of any underpayment. If the underpayment is be in excess of five percent per cent (5%) of the license fees royalties earned by the Licensor during the periods for which such examination and inspection relates then the period covered by such audit, Licensee shall be solely responsible for and shall pay the costs of such inspection and examination. The Licensee will pay the Licensor interest thereon on such under payment and all late payments at the rate of four per cent (4%) above City National Bank Los Angeles Prime Rate from time to time from the date payments should have been made until payment is actually made. The Licensee shall be obligated to obtain for the Licensor a similar right to inspect examine make extracts and take copies of the books and records of each of the Licensee’s manufacturers and sub-licensees. Acceptance of any sum by or on behalf of the Licensor from the Licensee shall not in any manner be construed as a waiver by the Licensor of any claim pertaining to the validity of the computation of such payment was originally due at nor a rate equal to waiver of any breach by the lesser Licensor of one hundred ten percent (110%) of the Prime Rate and the maximum rate permitted by applicable law. If such error is in excess of ten percent (10%) of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due plus interest in accordance with the previous sentence, pay to Licensor (i) the reasonable, out-of-pocket costs and expenses incurred by Licensor in connection with any such audit, and (ii) reasonable outside attorneys fees actually incurred by Licensor in enforcing the collection thereof. In the event that the rate of interest set forth in this Section exceeds the maximum permitted legal interest rate, such rate shall be automatically reduced to the maximum permitted legal interest rate, and all other terms and conditions provision of this Agreement shall remain in full force and effectagreement.