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 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 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 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 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 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 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 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 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 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 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 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 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 Percentage Rent 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 Percentage 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 (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.or

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 (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 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 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 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 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 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 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) 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 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 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 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 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 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 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 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 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 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 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 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 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 (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 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) ETV’s representatives shall have the Term right, not more than twice during the Term, to review and for two years thereafter/ or audit the SMS, Licensee shall keep and maintain complete and accurate books of account CAS, other related systems and records at its principal place of business in connection with each SMS of the Included Programs Operator relating to the Subscribed Channels for the purpose of verifying the correctness of the information contained in Subscriber Reports and pertaining to LicenseeOperator’s full compliance with the terms hereof, including, without limitation, copies and conditions of the statements referred Agreement. If such review and or audit reveals that additional license fees are payable to ETV, the Operator shall immediately pay such additional license fees, as increased by interest levied at the rate of twenty four percent (24%) per annum. If any license fees due for any period exceed the Monthly License Fees reported by the Operator to be due for such period by 2% (two percent) or more, the Operator shall pay all of ETV’s costs incurred in Article 16 of this Schedule. During connection with such record retention period, upon thirty (30) business days’ noticereview and/or audit, and no more than once per calendar year, Licensor take any necessary actions to avoid such errors in the future. (ii) The Operator shall remain the sole owner and holder of all customer databases compiled by the Operator under the Agreement. (iii) ETV’s auditors shall also have the right during business hours to review or audit the books of accounts and check at Licensee’s principal place records of business, Licensee’s books and records, including relevant electronic data and systems data, pertaining Operator relating to the accuracy Subscribed Channels, once during the Term, for the purpose of verifying the correctness of the statements and other financial information delivered amounts payable to Licensor by Licensee ETV under this Agreement and the amount correctness of the license fees paid or payable hereunderinformation contained in Subscriber Reports. The exercise scope of such Audit shall be as set out in Annexure F. If such review or audit reveals that additional fees are payable to ETV (“Additional Fees determined by Licensor of any right to audit or the acceptance by Licensor of any statement or paymentCommercial Audit”), 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 Operator shall immediately pay such Additional Fees determined by Commercial Audit, as increased by interest levied at the amount rate of any underpaymenttwenty four percent (24%) per annum. If the underpayment such Additional Fees determined by Commercial Audit is in excess of more than five percent (5%) of the license fees Monthly License Fees for the applicable period covered already paid by such auditOperator to ETV, Licensee the Operator shall pay interest thereon from the date such payment was originally due at a rate equal to the lesser all 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 ETV’s costs and expenses incurred by Licensor in connection with any such review and/or audit, and (ii) reasonable outside attorneys fees actually incurred by Licensor undertake to take any necessary actions to avoid such errors in enforcing the collection thereoffuture. In the event that the rate Further in such a case where there is a discrepancy of interest set forth 5% or more, as detailed in this Section exceeds the maximum permitted legal interest rateclause, such rate ETV shall be automatically reduced permitted to be undertake such review/audit carried once in every quarter henceforth, however at the ETV’s sole discretion. For the sake of clarity, if such quarterly review/audit shows any discrepancy,’’ then the Operator shall be liable to reimburse the ETV’s costs incurred in connection with such review and/or audit. (iv) The Operator shall provide full cooperation to ETV’s Auditors in order to carry out the audit including but not limited to granting unfettered, unqualified and unrestricted access to the maximum permitted legal interest rateOperator’s facilities and systems including but not limited to SMS, CAS, IT systems and providing documents as may be required by the Auditors. The Operator shall have no objection to Auditors carrying/using their own equipment’s, systems including but not limited to laptop, software & hardware for conducting such audit and shall be provided with free ingress and egress from the premises where in such audit is conducted. This shall also apply to Technical Audits. Any breach by or on the part of the Operator with regard to the above covenants shall be construed as material breach of this Agreement. (v) The Operator will maintain at its own expense a subscriber management system (“SMS”) capable of, at a minimum: (a) maintaining a computerized customer database capable of recording adequate details of each Subscriber, including name, address, chosen method of payment and billing; (b) administering subscriptions of Subscribers by producing and distributing contracts for new Subscribers and setting up and maintaining an infrastructure whereby Subscriber contracts are collected and recorded in the SMS database for ongoing administration; (c) handling all ongoing administrative functions in relation to Subscribers, including, without limitation, billing and collection of subscription payments, credit control, sales enquiries and handling of complaints; (d) administering payments of any commission fees from time to time payable to the Operator’s authorized agents for the sale to Subscribers of programming packages; (e) obtaining and distributing receivers and smartcards, if applicable, to Subscribers, and all other terms issue replacement smartcards from time to time in its discretion; and (f) Enable new Subscribers via the SMS over‐the‐air addressing system and conditions of this Agreement shall remain disable defaulting Subscribers from time to time in full force and effectits discretion.

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 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. 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 inventory and production records and shipping documents. Such examination shall be made at CARDIFF’s expense. If such examination determines an underpayment of [******] 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 examination or audit, including 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 license fees paid Parties to conduct such an examination or payable hereunderaudit provided that any representatives of CARDIFF agree to be bound by confidentiality terms no less restrictive than those set forth in Article 10 herein, and the results of the audit shall be treated as Licensee’s Confidential Information. The exercise Parties agree that CARDIFF or its representative may keep a copy of all documents provided by Licensor of any right to audit Licensee hereunder and all documents created by CARDIFF 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 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 (a) Licensor shall have the Term and for two years thereafterright, Licensee shall keep and maintain complete and accurate upon at least five (5) days written notice, to inspect Licensee's books of account and records and all other documents and material in the possession of or under the control of Licensee with respect to the subject matter of this Agreement, at its principal the place of business in connection with each of where such records are normally retained by Licensee, which such place shall be within the Included Programs mainland United States. Licensor shall have free and pertaining full access thereto for such purposes and shall be permitted to Licensee’s compliance with the terms hereof, includingmake copies thereof and extracts therefrom. This right to inspect includes, without limitation, copies of the statements referred Licensor's right to in Article 16 of this Schedule. During such record retention period, upon thirty (30) business days’ notice, inspect all consumer 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, other complaints pertaining to the accuracy of Licensed Products. (b) In the statements and other financial information delivered to Licensor by Licensee and event that such inspection reveals a discrepancy between the amount of the license fees paid or payable hereunder. The exercise by Royalty owed 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 Programswhich was actually paid, Licensee shall immediately pay such discrepancy, plus interest, calculated at the amount rate of any underpaymentone and one-quarter percent (1.25%) per month or the maximum allowed by law, whichever is lower. If In the underpayment event that such discrepancy is in excess of five percent (5%) over a period of the license fees for the period covered at least two Royalty Periods as determined by such auditan independent certified public accountant working on a non-contingency basis, Licensee shall pay interest thereon from also reimburse Licensor for 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%) cost of such license inspection including any accountants' or attorneys' fees due for the period covered by such audit, Licensee shall, incurred in addition connection therewith. (c) All books and records relative to making immediate payment of the additional license fees due plus interest in accordance with the previous sentence, pay Licensee's obligations hereunder shall be maintained and kept accessible and available to Licensor for inspection, within the mainland United States, for at least two (i2) the reasonable, out-of-pocket costs years after termination of this Agreement. In addition Licensee shall retain for a reasonable period of time such records as may be necessary in order to enable Licensee and expenses incurred Licensor to defend lawsuits which may be instituted by Licensor in connection with any such audit, and third parties. (iid) reasonable outside attorneys fees actually incurred by Licensor in enforcing the collection thereof. In the event that an investigation of Licensee's books and records is made, certain confidential and proprietary business information of Licensee may necessarily be made available to the rate of interest set forth in this Section exceeds the maximum permitted legal interest rate, person or persons conducting such rate investigation. It is agreed that such confidential and proprietary business information shall be automatically reduced retained in confidence by Licensor and shall not be used by Licensor or disclosed to any third party without the maximum permitted legal interest rateprior express written permission of Licensee unless required by law. It is understood and agreed, however, that such information may be used in any proceeding based on Licensee's alleged failure to pay its actual Royalty obligation(s). Licensor shall have the right to inspect any record only once, and all other terms and conditions of this Agreement shall remain in full force and effectnot conduct more than one audit per year.

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 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 for each Territory (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 and (a) Stratum shall maintain reasonable accounting records in such detail as to permit verification of charges made to Company for two years thereafterWork (including Third Party charges reimbursed by Company) (“Records”). Records shall not include payroll, Licensee compensation, or any other personnel record or personally identifiable information regarding Stratum’s employees or consultants. Stratum shall keep all Records in accordance with commonly accepted accounting and maintain complete oilfield industry practices and accurate books retain such Records for a period of account two (2) years following Stratum’s invoicing for the Work. Company and records at its principal place any Qualified Auditor (as hereinafter defined) selected by Company shall have the right, during regular business hours, to inspect, copy, and audit the Records of business in connection with each of the Included Programs and Stratum pertaining to Licensee’s compliance with the terms hereofWork performed by Stratum in order to verify the accuracy of any invoice or payment; provided, includinghowever, 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 that Stratum shall have the right during business hours to audit exclude from the Records subject to inspection (i) any trade secrets or legally privileged documents and check at Licensee’s principal place information, (ii) any information with respect to which Stratum is under an independent obligation of business, Licensee’s books and records, including relevant electronic data and systems data, pertaining confidentiality 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 dueThird Party, 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 (iii) data or information with respect to the Included Programs, Licensee calculation of Stratum’s profit margin and overhead rates. The audit shall immediately pay be conducted using generally recognized audit procedures and methodologies agreed upon by the amount of any underpayment. If Parties prior to the underpayment is in excess of five percent (5%) commencement of the license audit, and if the audit is conducted for Company by a Third Party auditor, such auditor shall be required to execute a non-disclosure agreement acceptable to Stratum prior to commencement of the audit. For the purposes of this Section, the term “Qualified Auditor” shall mean an impartial, independent, certified public accounting firm, reasonably satisfactory to Stratum, no portion of whose fees for conducting the period covered by such audit, Licensee audit 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 be (i) based upon the reasonableresults of the audit, out-of-pocket (ii) calculated on the basis of the amounts (if any) found to be due Company, or (iii) determined by any other contingency. Company shall provide reasonable advance, written notice of its intent to audit the Records of Stratum, and shall not be entitled to conduct an audit of Stratum’s Records more than once in any twelve (12) month period. Company shall bear all costs and expenses incurred by Licensor in connection with of 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 effectaudit it conducts.

Audit. During At its option, Landlord may at any time upon ten (10) twenty (20) 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 person or entity conducting business in the Premises concerning business transacted upon or includable in Gross Sales from the Premises during the period covered by any statement issued by Tenant or such other person or entity as above set forth in Article IV hereof. Tenant shall make available to Landlord’s auditor at the Premises or Tenant’s main accounting office within ten (10) twenty (20) days following Xxxxxxxx’s notice requiring such audit, Licensee shall keep and maintain complete and accurate books 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 4.01 hereof and any other materials which such auditor deems necessary or desirable for the purpose of this Schedulemaking such audit. During Tenant shall promptly pay to Landlord the amount of any deficiency in percentage rent payments disclosed by any such record retention periodaudit. If such audit shall disclose that Xxxxxx’s statement of Gross Sales is at variance to the extent of one percent (1%) two percent (2%) or more, upon Landlord may bill to Tenant the cost of such audit, which shall be paid by Tenant within ten (10) thirty (30) business days’ noticedays after Xxxxxx’s receipt of Landlord’s invoice. In addition to the foregoing, and no 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 5.02, and Tenant shall fail to be available or shall otherwise fail to comply with the requirements for such audit, Tenant shall pay, as additional rent, all costs and expenses associated with the scheduled audit. Landlord shall not audit Tenant’s Gross Sales records more often than once per calendar year, Licensor Lease Year unless any audit shall have the right during business hours to audit disclose a variance between actual Gross Sales and check at Licensee’s principal place reported Gross Sales 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 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 or more 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 which event Landlord may thereafter audit without 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 effectlimitation on frequency.

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, 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 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 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 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. (a) During the Term Term, and for two a period of three (3) years thereafter: (i) Licensee or the operators of Premises identified in Schedule A, Licensee shall maintain and keep and maintain complete and accurate books of account records in accordance with generally accepted accounting principles consistently applied and records at its principal place of business in connection with each of the Included Programs and pertaining sufficient to Licensee’s verify compliance with the terms hereof, including, without limitation, copies of obligations hereunder with respect to each Premise; and (ii) ASCAP shall have the statements referred to in Article 16 of this Schedule. During such record retention periodright, upon thirty (30) business 60 days’ prior written notice, at its expense and no more than once per calendar yearyear during the Term, Licensor to examine and complete an audit of Licensee’s books and records for one or more Premises, at any time during customary business hours, in order to verify any statements of Licensee’s Operating Policy and any other information provided by Licensee, only to such extent as may be necessary to verify any statements or reports required under this License Agreement. Any such audit shall be conducted by either an independent, certified public accounting firm with a professional ethical obligation of confidentiality, not currently auditing Licensee on behalf of any other third party, and not compensated on a contingency fee basis, pursuant to a nonuse and nondisclosure agreement, or qualified ASCAP personnel, who confirm their ethical obligations of confidentiality and adherence to the highest standards of professionalism, honesty and integrity, such determination to be made in ASCAP’s sole discretion. In the event ASCAP determines to conduct the audit via ASCAP personnel, the principal lead shall be a licensed Certified Public Accountant (“CPA”), and ASCAP shall designate a member of its Business & Legal Affairs group to serve as liaison between Licensee and ASCAP in connection with any issues that may arise in the conduct of such audit. ASCAP shall consider all data and information coming to its attention as the result of any such examination as completely and entirely confidential. (b) The period for which ASCAP may audit under this License Agreement shall be limited to the three (3) calendar years before the year in which the audit is commenced. However, if an audit is postponed at Licensee’s request, ASCAP shall have the right during business hours to audit for the calendar year in which ASCAP first notified Licensee of its intention to audit and check at Licensee’s principal place of business, Licensee’s books and records, including relevant electronic data and systems data, pertaining the preceding three (3) years. (c) In the event any such audit shows Licensee to have underpaid the accuracy of the statements and other financial information delivered Fees for such Premise(s) by an amount equal 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 Programsless than 5%, Licensee shall immediately pay a finance charge solely on the amount additional Fees due of any underpayment. If one and one-half percent (1.5%) per month, or the maximum rate permitted by New York law, whichever is less, from the date(s) ASCAP demands payment of such amount, and, if the underpayment is in excess of more than five percent (5%) of the license fees total amount due for the period covered by such auditin question, then Licensee shall pay interest thereon from a finance charge on the date such payment was originally additional Fees due at a rate equal to the lesser of one hundred ten and one-half percent (1101.5%) of the Prime Rate and per month, or the maximum rate permitted by applicable law, whichever is less, from the date(s) the additional Fees were due. If such error the underpayment is in excess of ten fifteen percent (1015%) or more of such license fees the total amount due for the period covered by such auditin question, then 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 shall also reimburse ASCAP for ASCAP’s reasonable, out-of-pocket costs and expenses incurred by Licensor in connection with any such audit, and (ii) reasonable outside attorneys fees actually incurred for the audit by Licensor the CPA. (d) Licensee shall have no liability to ASCAP for any underpayment or non-payment of Fees for any Premise subject to audit pursuant to this Article 4 for any period when such Premise was not owned or operated by Licensee unless Licensee has agreed in enforcing writing with the collection thereof. In the event that the rate prior owner or operator of interest set forth in this Section exceeds the maximum permitted legal interest rate, such rate shall be automatically reduced Premise to the maximum permitted legal interest rate, and all other terms and conditions of this Agreement shall remain in full force and effectassume such liability.

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 Within ninety (90) days after each anniversary 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 commencement date of this Agreement, provided that Licensor may only Concessionaire shall provide, at its sole cost and expense, an audit any particular record once. If by an examination establishes an error independent certified public accountant, licensed in Licensee’s computation the State of license fees due with respect Florida and acceptable to the Included ProgramsCity, Licensee shall immediately pay of monthly Gross Revenues, as defined under Article 6.3. There may be no limitation on the amount of any underpayment. If the underpayment is in excess of five percent (5%) scope of the license fees for examination that would hinder the period covered by such audit, Licensee shall pay interest thereon from the date such payment was originally due at a rate equal auditor in expressing his opinion as to the lesser of one hundred ten percent (110%) correctness and completeness of the Prime Rate reported revenues. The examination shall include a schedule of Gross Revenues and the maximum rate permitted by applicable law. If such error is in excess concession fees per month of ten percent (10%) of such license fees due for the period covered by such auditConcessionaire's operations under this Agreement, Licensee shall, in addition to making immediate payment of the additional license fees due plus interest prepared in accordance with the previous sentencecomprehensive basis of accounting defined under terms of the Agreement and reported in format acceptable to the City. The auditor shall consider in determining scope, pay to Licensor the appropriateness of classification of car rental revenues for rental agreements being written at Concessionaire locations (ion or off Airport) that fall within the reasonable, out-of-pocket costs and expenses incurred by Licensor definition of Gross Revenues under Article 6.3 for any pickup or drop off activity at the Airport. The examination shall be conducted in connection accordance with any such audit, and (ii) reasonable outside attorneys fees actually incurred by Licensor in enforcing the collection thereofgenerally accepted auditing standards. In addition, the event examination shall also comprehend compliance procedures to determine whether accounting records and reports are being maintained in accordance with this Article 7. The auditor shall report such procedures and findings in a separate letter to the City. Any change in scope from that the rate of interest set forth in this Section exceeds the maximum permitted legal interest rate, such rate described above shall be automatically reduced to included in the maximum permitted legal interest rate, and all other terms and conditions report. The first such examination shall cover twelve (12) full calendar months from the effective date of this Agreement Agreement. Each subsequent annual report shall remain cover successive twelve month periods. The last such report shall include the last day of operations. Any unreported revenues determined by the certified report are considered due by the fifteenth (15th) day of the month following the month during which the Gross Revenues were received or accrued. Delivery of an audit report containing a qualified opinion, an adverse opinion, or a disclaimer of opinion as defined in full force and effectthe Statements on Auditing Standards, or as same may from time to time be amended or superseded, issued by the Auditing Standards Board of the American Institute of Certified Public Accountants, or any successor board or agency thereto, shall be deemed to be a material breach of this Agreement.

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 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 at least thirty (30) business days’ written notice, and no more than once per calendar year, Licensor shall have the right during business hours to to, either directly or through an independent audit firm of national (in the US and/or the Territory) standing unaffiliated with Licensee or Licensor, audit and check check, at Licensor’s expense except as provided below, at Licensee’s principal place of businessbusiness or a mutually-agreeable location designated by Licensee, 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 Licensee, and the amount of the license fees paid or payable hereunder, concerning the twelve (12) month period preceding Licensor’s notice of audit (including to the extent such notice is delivered after the expiration or termination date of this Agreement but within twelve (12) months of such date). Licensor agrees that the results of any such audit, and all information reviewed in connection therewith, will be deemed to constitute Licensee’s confidential information. 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 tenand three percent (110110103%) of the Prime Rate and the maximum rate permitted by applicable law. If such error is in excess of ten five10 percent (10510%) 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 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 22.1 The Supplier shall keep or cause to be kept full and accurate records ("the Term Records") of all Supplies supplied. 22.2 The Supplier shall grant or procure the grant to Pathway, the DSS, POCL, any statutory or regulatory auditors of the DSS and POCL and their respective authorised agents the right of reasonable access to the Records and shall provide all reasonable assistance at all times during the currency of the Main Agreement and for two six (6) 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 after the creation of the Included Programs relevant Records for the purposes of carrying out an audit of the Supplier's compliance with this Agreement and pertaining to Licensee’s Pathway'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 recordsMain Agreement, including relevant electronic data all activities, charges, prices, performance, security and systems data, pertaining integrity in connection therewith. Each party shall bear its own expenses incurred pursuant 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 hereunderthis clause. 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 On termination of this Agreement, provided that Licensor the Supplier shall within a reasonable period to be agreed by the parties transfer a complete copy of the Records to Pathway. The Supplier shall thereafter be relieved from any further liabilities under this clause in relation to such Records. Pathway may only audit any particular record once. If an examination establishes an error in Licensee’s computation subsequently, on expiry of license fees due with respect the Main Agreement, transfer the Records to the Included ProgramsDSS or POCL or a third party selected by the DSS or POCL to replace Pathway and perform substantially the same functions as Pathway under the Main Agreement or a replacement thereof. 22.3 Without prejudice to the foregoing, Licensee in the event of an investigation into suspected fraudulent activity or other impropriety by Pathway, the Supplier or any third party, Pathway (save where Pathway is allegedly party to the suspected fraudulent activity or other impropriety) the DSS and POCL reserve for themselves, any statutory or regulatory auditors of the DSS and POCL and their respective authorised agents or (in the case of DSS) any Crown Body the right of access to the Records after being given reasonably sufficient notice described in Clauses 22.1 and 22.2 above and the Supplier agrees to render all reasonably necessary assistance to the conduct of such investigation at all times during the currency of the Main Agreement or at any time thereafter. Supplier shall immediately be re-imbursed for any of its incremental costs associated with an investigation into suspected fraudulent activity or impropriety of a party other than the Supplier. 22.4 Whenever the DSS requires it, and for the purposes of enabling DSS's accounting officer to meet his obligations under the Exchequer and Audit Departments Act 0000, xxe Supplier: 22.4.1 shall disclose to the DSS to the extent known and available to the Supplier whatever information the DSS requires concerning the prices the DSS has paid or may have to pay under the amount of any underpayment. If the underpayment Main Agreement; and 22.4.2 shall produce whatever evidence is in excess possession of five percent the Supplier in support of the information provided under Clause 22.4.1 above. For the avoidance of doubt, such information shall not include information concerning the prices paid by Pathway to the Supplier under this Agreement. 22.5 In connection with this Agreement, the Supplier must not enter into any other contract or agreement with any person solely in connection with this agreement, unless that contract or agreement contains a October 1996 COMMERCIAL IN CONFIDENCE page 11 of 36 00 XXXXXXX / XXXXXX XXXCHASE AGREEMENT - REF. NO. ITH001 - VERSION FINAL 2 4.1 allowing the DSS to obtain price information and evidence from that person. This Clause 22.5 does not apply if the Supplier has entered into a contract or agreement following a competitive tendering exercise in which the Supplier accepted the tender with the lowest price. 22.6 The Supplier is hereby informed that the DSS must use information provided under Clauses 22.4 and 22.5 for the purposes of the Exchequer and Audit Departments Act 0000 xxx for no other purpose. 22.7 The Supplier shall provide Pathway at no additional cost with copies of its annual and interim audited accounts within fourteen (5%14) days of such accounts having been lodged at Companies House or its local equivalent to Companies House. 22.8 Without in any way limiting the application of the other clauses of this Agreement, the Supplier acknowledges that for the purpose of examining and certifying the DSS's accounts or for examining (pursuant to Section 6(1) of the license fees for National Audit Act 1983) the period covered by economy, efficiency and effectiveness with which the DSS has used its resources, the Comptroller and Auditor General may examine such auditdocuments as he may reasonably require which are owned, Licensee shall pay interest thereon from held or are otherwise within the date such payment was originally due at a rate equal to the lesser of one hundred ten percent (110%) control of the Prime Rate Supplier and may require the maximum rate permitted by applicable law. If Supplier to produce such error is in excess oral and written explanations as he considers necessary. 22.9 The Supplier shall use reasonable endeavours to ensure that the terms of ten percent (10%) of such license fees due for its contracts with its sub-contractors and suppliers require the period covered by such audit, Licensee shall, in addition sub-contractors and suppliers 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 auditpermit examination by, and (ii) reasonable outside attorneys fees actually incurred provide explanation to, the Comptroller and Auditor General in the manner described in Clause 22.8. 22.10 All information obtained by Licensor in enforcing Pathway, the collection thereof. In the event that the rate of interest set forth in DSS or POCL pursuant to this Section exceeds the maximum permitted legal interest rate, such rate clause 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 effecttreated as Confidential Information.

Audit. During Angion shall have the Term and for two years thereafterright, Licensee shall keep and maintain complete and accurate books of account and records at its principal place own expense and not more than once in any four consecutive calendar quarters during the term of this Agreement (except for one (1) post- termination audit), to have an independent, certified public accountant, selected by Angion and reasonably acceptable to Ohr, review the records of Ohr, its Affiliates and sublicensees, in the location(s) where such records are maintained by Ohr upon reasonable notice (which shall be no less than forty five (45) days prior written notice) and during regular business in connection 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. The independent public accountants selected by Angion and agreed to by Ohr will be required to sign Ohr’s confidential disclosure agreement prior to performing any audit procedures or receiving any information from Ohr. The report and communication of such accountant shall be limited to a certificate stating whether any report made or payment submitted by Ohr during such period is accurate or inaccurate and the amount of any payment discrepancy, regardless if the discrepancy is favorable or unfavorable to Angion. Ohr shall receive a copy of each such report concurrently with each receipt by Angion. Should the inspection lead to the discovery of a discrepancy to Angion’s detriment, Ohr shall pay the amount of the Included Programs and pertaining to Licensee’s compliance with the terms hereof, including, discrepancy (without limitation, copies of the statements referred to in Article 16 of this Schedule. During such record retention period, upon interest) within thirty (30) business days’ noticedays of Ohr’s agreement with the findings of the inspection. Should the inspection lead to the discovery of a discrepancy to Ohr’s detriment, and no more than once per calendar year, Licensor shall Ohr will 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 deduct such amount (without interest) from any future royalty payment obligations; to the accuracy extent that no or insufficient future royalty obligations are due to Angion, Angion agrees to pay such amount to Ohr within thirty (30) days of receiving an invoice from Angion. Angion shall pay the full cost of the statements and other financial information delivered to Licensor by Licensee and inspection unless 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 discrepancy is in excess of greater than five percent (5%) of to Angion’s detriment, in which case Ohr shall pay the license fees for the period covered reasonable 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 the Term and for two years thereafter, Licensee shall keep and maintain complete and accurate books After delivery to Landlord 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 least thirty (30) business days’ days prior written notice, Tenant, at its sole cost and no more than once per calendar yearexpense, Licensor shall have the right to examine and/or audit the books and records evidencing such costs and expenses for the previous one (1) calendar year, during Landlord's ordinary business hours but not more frequently than once during any calendar year. Notwithstanding the foregoing, Tenant may only audit the books and records of Landlord with respect to the Premises and/or the Lease so long as Tenant fully complies with all of the following requirements: (i) any audit by Tenant shall be conducted by an accounting or audit firm not compensated on a contingency fee basis or financial officer of Tenant; (ii) any audit shall be conducted in Landlord's offices during ordinary business hours, and after delivery to Landlord of at least thirty (30) days' prior written notice; (iii) Tenant may only audit the books and records for the previous one (1) year period in question and after the lapse of one (1) year from the date on which Landlord delivers to Tenant any accounting or statement regarding any rental payments to be made by Tenant under this Lease, Tenant shall not have any right or ability to audit and check at Licensee’s principal place of business, Licensee’s Landlord's books and records, including relevant electronic data records with respect to such rental payments or charges; and systems data, pertaining to the accuracy of the statements and other financial information delivered to Licensor by Licensee and (iv) if it is determined through such audit that the amount of the license fees expenses actually paid or payable hereunder. The exercise by Licensor of any right Tenant 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 Landlord for the period covered in question have not been overstated 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 an amount that is in excess of more than ten percent (10%) of the aggregate of such license fees due for the period covered by such auditexpenses, Licensee shall, in addition to making immediate payment of the additional license fees due plus interest in accordance with the previous sentence, then Tenant shall immediately pay to Licensor (i) Landlord, and reimburse Landlord for, the reasonable, out-of-pocket costs and expenses incurred by Licensor Landlord 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 rateincluding without limitation, such rate shall be automatically reduced costs attributable to the maximum permitted legal interest ratetime spent by Landlord's or Landlord's property management company's staff in connection with such audit, as such costs are reasonably determined by Landlord; provided, Landlord shall promptly pay to Tenant tile amount by which such expenses had been overstated. Landlord and all other terms Tenant shall use their commercially reasonable efforts to cooperate in such negotiations and conditions to promptly resolve any discrepancies between Landlord and Tenant in the accounting of this Agreement shall remain in full force such costs and effectexpenses.

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 and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 provisions of this ScheduleAgreement. During such record retention period, upon thirty (30) business days’ notice, and no more than once per calendar year, Licensor or its designee shall have the right at any time during or after the Term during business hours to audit audit, check and check copy, at Licensee’s principal place of business, Licensee’s books and recordsrecords pertaining to Licensee’s compliance with the terms hereof, including relevant electronic data the accuracy of the statements delivered to Licensor by Licensee pursuant to this Agreement, and systems datathe amount of the License Fees payable hereunder. In addition, Licensee shall cause its Affiliated Systems and Affiliated Institutions 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 other financial information delivered to Licensor by Licensee. If any such audit reveals an error with respect to any item bearing upon the License Fees due or payable to Licensor, Licensee shall 21efinition and the amount make immediate payment of the license fees paid or 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 published from time to time in the U.S. edition of the Wall Street Journal (“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 10% or more, Licensee shall pay all costs and expenses incurred by Licensor for the review and audit in respect of such period. 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 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 due, such 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 Angion shall have the Term and for two years thereafterright, Licensee shall keep and maintain complete and accurate books of account and records at its principal place own expense and not more than once in any four consecutive calendar quarters during the term of this Agreement (except for one (1) post-termination audit), to have an independent, certified public accountant, selected by Angion and reasonably acceptable to Ohr, review the records of Ohr, its Affiliates and sublicensees, in the location(s) where such records are maintained by Ohr upon reasonable notice (which shall be no less than forty five (45) days prior written notice) and during regular business in connection 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. The independent public accountants selected by Angion and agreed to by Ohr will be required to sign Ohr’s confidential disclosure agreement prior to performing any audit procedures or receiving any information from Ohr. The report and communication of such accountant shall be limited to a certificate stating whether any report made or payment submitted by Ohr during such period is accurate or inaccurate and the amount of any payment discrepancy, regardless if the discrepancy is favorable or unfavorable to Angion. Ohr shall receive a copy of each such report concurrently with each receipt by Angion. Should the inspection lead to the discovery of a discrepancy to Angion’s detriment, Ohr shall pay the amount of the Included Programs and pertaining to Licensee’s compliance with the terms hereof, including, discrepancy (without limitation, copies of the statements referred to in Article 16 of this Schedule. During such record retention period, upon interest) within thirty (30) business days’ noticedays of Ohr’s agreement with the findings of the inspection. Should the inspection lead to the discovery of a discrepancy to Ohr’s detriment, and no more than once per calendar year, Licensor shall Ohr will 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 deduct such amount (without interest) from any future royalty payment obligations; to the accuracy extent that no or insufficient future royalty obligations are due to Angion, Angion agrees to pay such amount to Ohr within thirty (30) days of receiving an invoice from Angion. Angion shall pay the full cost of the statements and other financial information delivered to Licensor by Licensee and inspection unless 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 discrepancy is in excess of greater than five percent (5%) of to Angion’s detriment, in which case Ohr shall pay the license fees for the period covered reasonable 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 the Term Landlord may from time to time (but not more frequently than once each calendar year), upon fourteen (14) days prior written notice to Tenant, cause a complete audit or examination to be made of Tenant’s Records and for two years thereafter, Licensee shall keep and maintain complete and accurate such books of account and records at its principal place of business in connection with each any subtenant, licensee or concessionaire for all or any part 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 Schedulethree Lease Years immediately preceding such notice. During such record retention periodaudit, upon thirty (30) business days’ notice, and no more than once per calendar year, Licensor Landlord or its authorized representatives shall have full and free access to Tenant’s Records and the right during business hours to audit require that Tenant, its agents 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 employees furnish such 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 explanation with respect to the Included Programssuch items as may be necessary for a proper examination and audit thereof. Tenant may, Licensee shall immediately pay the amount however, excise any portions of any underpayment. If the underpayment is in excess of five percent (5%) of the license fees for the period covered tax returns pertaining to other stores owned or operated 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 lawTenant. If such error is audit or examination discloses that any of Tenant’s statements of Gross Sales understates Gross Sales made during any Lease Year by three percent (3%) or more which resulted in excess underpayment of Percentage Rent, or if Tenant shall have failed to furnish Landlord any monthly Gross Sales statements during any Lease Year or shall have failed to prepare and maintain Tenant’s Records as required herein, Tenant shall pay Landlord the reasonable cost of such audit or examination, including reasonable travel and related expenses, and any deficiency in Percentage Rent, with interest at the Default Rate. If such audit or examination shall disclose an understatement of more than ten percent (10%) which results in underpayment of Percentage Rent, upon the second occurrence of such license fees due for understatement of more than 10% which results in underpayment of Percentage Rent, Landlord shall also have the period covered right to cancel this Lease by written notice given to Tenant within six (6) months after such audit. Landlord’s acceptance of Percentage Rent shall be without prejudice to the Landlord’s examination, Licensee shall, in addition audit and other rights hereunder. Any information obtained by Landlord pursuant to making immediate payment of the additional license fees due plus interest in accordance with the previous sentence, pay to Licensor its audit shall be treated as confidential and shall not be disclosed except (i) the reasonable, out-of-pocket costs and expenses incurred by Licensor in connection with any such auditlitigation with Tenant, and (ii) reasonable outside attorneys fees actually incurred to prospective purchasers or lenders of University Village and (iii) as may be required 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 effectlaw.

Audit. During Tenant or an independent, certified public accountant designated by Tenant (who is hired by Tenant on a non-contingency basis and who shall sign a commercially reasonable confidentiality agreement reasonably acceptable to Landlord) shall have the Term right, during regular business hours and for two years thereafterafter giving ten (10) Business Days’ advance written notice to Landlord, Licensee shall keep to inspect and maintain complete and accurate audit Landlord’s books of account and records relating to an Annual Statement (and at its principal place Tenant's request, the books and records covered by the Base Year) and to object to any such Annual Statement and/or the Base Operating Expense Amount) for a period of business in connection with each three (3) years following the receipt by Tenant of the Included Programs and pertaining Annual Statement required of Landlord for the calendar year covered by such Annual Statement. In addition to Licenseeits right to audit the Annual Statement, Tenant shall also be permitted to audit the Base Operating Expense Amount during the first three (3) years of the Lease Term. All audits shall take place in the Building or Landlord's headquarters (provided Landlord's headquarters is located in the Market Area). As part of any audit, Landlord shall reasonably cooperate with Tenant at Tenant’s compliance with request in exercising Tenant’s rights to audit or otherwise review the terms hereof, expenses of any property owners and/or unit owners association to which the Building is subject. Tenant may review those records of Landlord that are related to Basic Operating Charges and/or Landlord's determination of Tenant's Proportionate Share thereof (including, without limitationlimitation (to the extent within Landlord's reasonable possession and control), copies work papers prepared by Landlord's certified public accountants (if any), canceled checks, invoices, and such other documents as may be reasonably required, all of which documents shall be in accordance with GAAP) and Landlord shall certify to Tenant that it has provided Tenant with all such records that are existing and within the control of Landlord. The results of the statements referred audit shall be shared with Landlord. If such inspection shows that the amounts paid by Tenant to Landlord on account of increases in Article 16 such charges exceeded the amounts to which Landlord was entitled hereunder, or that Tenant is entitled to a credit with respect to any such charges, Landlord shall promptly refund to Tenant the amount of this Schedulesuch excess or the amount of such credit, as the case may be together with interest at the Default Rate from the date the Annual Statement was delivered to Tenant until the date of Landlord’s payment. During If Tenant discovers an error in the calculation of Basic Operating Charges or Tenant’s Proportionate Share thereof (including during the Base Year), and the nature of such record retention perioderror is such that it is likely that a similar error existed in prior years, upon then Tenant can review Landlord’s books and records relating to such particular error for all previous calendar years and if such error exists with respect to any such prior calendar year, then Landlord shall credit Tenant’s overpayment against the monthly installment(s) of Base Rent next due and payable or if the Lease Term shall have expired Landlord shall pay such amount to Tenant within thirty (30) business days’ notice, . All costs 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 expenses of any right such audit shall be paid by Tenant, except that if such audit shows that Tenant’s obligations to audit or the acceptance Landlord under this Section 5 were overstated 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 Landlord by three percent (53%) of the license fees or more, Landlord shall reimburse Tenant 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, reasonable out-of-pocket costs and expenses incurred by Licensor Tenant in connection with any such audit up to Twenty-five Thousand Dollars ($25,000.00) per audit, . Tenant’s 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 reimbursement rights under this Section exceeds 5(e) 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 termination of this Agreement shall remain in full force and effectLease.

Audit. During At the Term and for two years thereafterrequest of Licensor, no more than once each Calendar Year, Licensee shall, and shall keep cause its Affiliates and maintain complete its and accurate books their Sublicensees to, permit an independent certified public accounting firm of account international standing designated by Licensor and records reasonably acceptable to Licensee (the “Auditor”), at its principal place of business in connection with each of the Included Programs reasonable times 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 at least thirty (30) business days’ prior written notice, to audit the books and no records maintained pursuant to Section 5.8 in the location where such books and records are maintained, solely to confirm payments due by Licensee hereunder, including in respect of Net Sales, Commercial Milestone payments and royalties for a period covering not more than once per calendar year, the three (3) Calendar Years preceding the relevant payments made. No Calendar Year shall be subject to audit under this Section 5.9 more than once. The Auditor will execute a reasonable written confidentiality agreement with Licensee and will disclose to Licensor shall only such information as is reasonably necessary to provide Licensor with the outcome of the audit regarding any actual or potential discrepancies between amounts reported and actually paid and amounts payable under this Agreement. The Auditor will send a copy of the report to Licensee at the same time it is sent to Licensor. The report sent to both Parties will include the methodology and calculations used to determine the results. If any of the counterparties to the Upstream Agreements have the right during business hours to audit and check at undertake audits of 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 dueits Affiliates, and Licensee shall remain fully liable for any balance due under its and their Sublicensees in accordance with the terms of this Agreementthe Upstream Agreements, Licensee shall permit an independent certified public accounting firm of international standing designated by Licensor and reasonably acceptable to Licensee to undertake such audits as required by the relevant Upstream 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 shall use its Commercially Reasonable Efforts to combine the audits so that the audits required by the counterparties to the Included ProgramsUpstream Agreements will take place at the same time as the audits undertaken by Licensor pursuant to this Section 5.9. Licensor shall bear the full cost of such audit, unless the audit reveals an underreporting or underpayment by Licensee shall immediately pay the amount of any underpayment. If the underpayment is in excess of by more than five percent (5%) of the license fees amount due for any Calendar Year, in which case Licensee shall bear the period covered cost of the audit. Unless disputed pursuant to Section 5.9 below, if such audit concludes that (a) additional amounts were owed by such auditLicensee, Licensee shall pay the additional amounts, with interest thereon from the date such payment was originally due at a rate equal to as provided in Section 5.7, or (b) excess payments were made by Licensee, Licensor shall reimburse such excess payments, in either case ((a) or (b)), within sixty (60) days after the lesser of one hundred ten percent (110%) date of the Prime Rate and relevant invoice to be sent after the maximum rate permitted by applicable law. If such error date on which the Auditor’s report is in excess of ten percent (10%) of such license fees due for the period covered by such audit, Licensee shall, in addition delivered 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 effectLicensee.

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 five thirty (30305) 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. 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 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 17 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 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 and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 provisions of this ScheduleAgreement. During such record retention period, upon thirty (30) business days’ notice, and no more than once per calendar year, Licensor or its designee shall have the right at any time during or after the Term during business hours to audit audit, check and check copy, at Licensee’s principal place of business, Licensee’s books and recordsrecords pertaining to Licensee’s compliance with the terms hereof, including relevant electronic data the accuracy of the statements delivered to Licensor by Licensee pursuant to this Agreement, and systems datathe amount of the License Fees payable hereunder. In addition, Licensee shall cause its Affiliated Systems and Affiliated Institutions 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 other financial information delivered to Licensor by Licensee. If any such audit reveals an error with respect to any item bearing upon the License Fees due or payable to Licensor, Licensee shall recompute and the amount make immediate payment of the license fees paid or 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 published from time to time in the U.S. edition of the Wall Street Journal (“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 10% or more, Licensee shall pay all costs and expenses incurred by Licensor for the review and audit in respect of such period. 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 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 due, such 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 shall have the right during business hours hours, with 10 Business Days prior written notice and without interrupting Licensee’s operation, 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 have 30 days to present written inconformity to said claim. After the parties reach an agreement on the amount of the discrepancy, if any, 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%) 35% 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 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 one (1) year thereafter, Licensee shall Baxter ----- agrees to keep and maintain complete and accurate records of all worldwide Net Sales of Products by Baxter in sufficient detail to enable the royalties paid hereunder to be determined. Nexell may audit Xxxxxx'x books of account and records at its principal place of business in connection with each of the Included Programs and pertaining to Licensee’s other for the purpose of determining compliance with the terms hereofof this Section 7. Nexell may use independent outside auditors (who may participate fully in such audit). In the event that an audit is proposed with respect to Xxxxxx'x proprietary information ("Restricted Information"), includingthen on the ---------------------- written demand of Baxter the individuals conducting the audit with respect to the Restricted Information will be limited to Nexell's independent auditors. In such event, without limitation, copies Baxter shall pay the costs of the statements referred independent auditors conducting such audit, but only with respect to that portion of the audit relating to the Restricted Information. Such independent auditors shall enter into an agreement with Baxter, on terms that are agreeable to the parties, under which such independent auditors shall agree to maintain the confidentiality of the information obtained during the course of such audit and establishing what information such auditors will be permitted to disclose in Article 16 reporting the results of any audit of Restricted Information. Any such audit shall be conducted during regular business hours in a manner that does not interfere unreasonably with the operations of Baxter. The aggregate number of audits of Xxxxxx'x books and records conducted under this Section 7 shall not exceed one (1) financial audit in any twelve (12) month period unless the next preceding audit disclosed a failure to conform to the terms of this ScheduleSection 7. During Subject to the foregoing limitations, any such record retention period, upon audit shall be conducted when requested by notice given not less than 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 days prior to the accuracy commencement of the statements and other financial information delivered to Licensor audit. If by Licensee and such audit Nexell discovers unauthorized activities, or if the amount of the license fees paid or payable hereunder. The exercise royalties due set forth in the auditor's report deviates 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 more than ten percent (10%) from the amount of royalties due reported by Baxter for the same period, Baxter shall reimburse Nexell for the cost of the audit. Any disputes arising out of an audit performed hereunder shall be submitted by the parties to an accounting firm acceptable to both Baxter and Nexell (or, if they cannot agree on such selection, a national (big five) accounting firm will be selected by lot after eliminating Xxxxxx'x and Nexell's regular outside firm of auditors) and the firm so selected (the "Arbitrator") shall be directed by Baxter and ---------- Nexell to review the items in dispute as promptly as reasonably practicable and, upon completion of such license fees due for review, to deliver written notice to each of Baxter and Nexell setting forth the period covered by such audit, Licensee shall, in addition to making immediate payment Arbitrator's resolution of the additional license fees due plus interest each disputed item. The Arbitrator's review shall be conducted in accordance with the previous sentence, pay to Licensor (i) Commercial Arbitration Rules of the reasonable, out-of-pocket costs Center for Public Resources 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 Arbitrator's determination shall be automatically reduced to final and binding on the maximum permitted legal interest rateparties hereto. The place for such arbitration shall be Chicago, Illinois, or at such other place as may be agreed upon by Baxter and all other terms and conditions of this Agreement shall remain in full force and effectNexell.

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 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 the Term term of this Agreement and for a period of not less than two (2) years thereafter, Licensee the Purchaser shall keep and maintain true, complete and accurate books of account and records at its principal place of business in connection with each relating to the sale of the Included Programs Products and pertaining other aspects of this agreement. Upon not less than five (5) business day’s prior notice and during regular business hours, Materialise or its agents may inspect the Purchaser’s books and records to Licenseeverify the accuracy of any payments or statements furnished or required to be furnished under this Agreement. Materialise or its agents shall have access to, and the right to copy pertinent portions of, any accounting information or other records to the extent necessary to verify the Purchaser’s compliance with its obligations under this Agreement. The Purchaser shall provide necessary support to Materialise in such audits. This Agreement will enter into force on the terms hereofdate on which the last Party signs the agreement (the “Effective Date”), and continue for as long as Purchaser pays the annual license and/or maintenance fees of all the purchased Products listed in the Quotation. The Products are provided to the Purchaser "as is" and, except as further stipulated in the applicable Materialise XXXX, without warranty of any kind, whether express or implied, including but not limited to the implied warranties of merchantability and fitness for a particular purpose. Nor are there any warranties created by a course of dealing, course of performance, or trade usage. Materialise does not warrant that the Products will meet the Purchaser’s needs or be free from errors, or that the operation of the Products will be uninterrupted. The Products furnished under this Agreement are provided without any express or implied warranties or representations against infringement, and Materialise shall not indemnify the Purchaser against infringement of any patents, copyrights, trade secrets, or other proprietary rights. Other than the representations and warranties stipulated in the applicable XXXX, Materialise does not make by virtue hereof or the project contemplated herein, and the Purchaser hereby expressly disclaims, any representation or warranty to any end-customer, end-user, dealer, Purchaser or other third party, with respect to any software licensed pursuant to this Agreement, including, without limitation, copies the implied warranties of the statements referred to in Article 16 of this Schedule. During such record retention period, upon thirty (30) business days’ notice, merchantability 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 fitness for 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 effectpurpose.

Audit. During Angion shall have the Term and for two years thereafterright, Licensee shall keep and maintain complete and accurate books of account and records at its principal place own expense and not more than once in any four consecutive calendar quarters during the term of this Agreement (except for one (1) post­ termination audit), to have an independent, certified public accountant, selected by Angion and reasonably acceptable to Ohr, review the records ofOhr, its Affiliates and sublicensees, in the location(s) where such records are maintained by Ohr upon reasonable notice (which shall be no less than forty five (45) days prior written notice) and during regular business in connection 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. The independent public accountants selected by Xxxxxx and agreed to by Ohr will be required to sign Xxx's confidential disclosure agreement prior to performing any audit procedures or receiving any information from Ohr. The report and communication of such accountant shall be limited to a certificate stating whether any report made or payment submitted by Ohr during such period is accurate or inaccurate and the amount of any payment discrepancy, regardless if the discrepancy is favorable or unfavorable to Angion. Ohr shall receive a copy of each such report concurrently with each receipt by Xxxxxx. Should the inspection lead to the discovery of a discrepancy to Xxxxxx'x detriment, Ohr shall pay the amount of the Included Programs and pertaining to Licensee’s compliance with the terms hereof, including, discrepancy (without limitation, copies of the statements referred to in Article 16 of this Schedule. During such record retention period, upon interest) within thirty (30) business days’ noticedays ofOhr's agreement with the findings of the inspection. Should the inspection lead to the discovery ofa discrepancy to Xxx's detriment, and no more than once per calendar year, Licensor shall Ohr will 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 deduct such amount (without interest) from any future royalty payment obligations; to the accuracy extent that no or insufficient future royalty obligations are due to Angion, Xxxxxx agrees to pay such amount to Ohr within thirty (30) days ofreceiving an invoice from Angion. Angion shall pay the full cost of the statements and other financial information delivered to Licensor by Licensee and inspection unless 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 discrepancy is in excess of greater than five percent (5%) of to Angion's detriment, in which case Ohr shall pay the license fees for the period covered reasonable cost charged by such auditaccountant for such inspection. 4.7 W-9 Forms. Angion shall provide to Ohr a completed IRS Form W9 within five (5) days after the Effective Date. ARTICLE 5 OHR'S DILIGENCE 5,1 Diligence. Ohr shall exercise Best Efforts to develop, 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 auditmanufacture, and (ii) reasonable outside attorneys fees actually incurred by Licensor in enforcing commercialize Licensed Products. Notwithstanding the collection thereof. In the event foregoing, Ohr does not represent or warrant to Angion that the rate any commercializable product will be developed hereunder or that any Licensed Product will be commercially exploitable or 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 effectany commercial value.

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 together with all other information relevant to the Programs, the provisions of this Agreement 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, Agreement.21 Licensor or its designee shall have the right at any time22 during or after the Term,23during business hours to audit audit, check and check copy24, 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. In addition, Licensee shall cause its Affiliated Systems and Affiliated Institutions 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. 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,25 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’ fees26 and other costs 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 reports referred to in Article 16 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.

Audit. During the Term and for two years thereafter, Licensee shall keep and maintain maintain, and shall cause each Delivery 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 and pertaining to Licensee’s compliance with the terms hereof, Licensed Films including, without limitation, copies of the statements referred to in Article 16 15 hereof and the program guides referred to in Article 11 hereof. Licensee and each Delivery System shall maintain such records with respect to each Licensed Film at its principal place of this Schedulebusiness. 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 (either itself or by an independent third party) at Licensee’s or Delivery System’s principal place of business, Licensee’s or such Delivery 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 and Licensee, or by Delivery System to Licensee, including, without limitation, the amount of the license fees License Fees paid or payable hereunder, and to ensure compliance with Article 17 hereof. Licensee shall enter into agreements with each Delivery System which incorporates the audit provisions set forth above. Licensee shall, upon request of Licensor, deliver to Licensor copies of all agreements between Licensee and any Delivery System. 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 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 lawRate. 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 shallagrees, in addition to making immediate payment of the additional license fees License Fees due plus interest in accordance with the previous sentence, to 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 GSL and for two years thereafter, Licensee its Affiliates shall keep and maintain complete and accurate books records of account the underlying revenue and records expense data relating to the calculations of Net Sales and payments required under this Agreement for from the end of the Calendar Quarter in which the Net Sales were accrued. Lipocine shall have the right, 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, own expense and no more than once per calendar year, Licensor shall to have the right an independent, certified public accountant, selected by Lipocine and reasonably acceptable to GSL, review all such records upon reasonable 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 period, and identifying any inaccuracies. The Audit shall be completed within a time period which GSL shall act in good faith providing reasonable efforts to audit and check at Licensee’s principal place of businesssupport the timeline. No Calendar Quarter may be audited more than one time. Notwithstanding the foregoing, Licensee’s books and recordsBefore beginning its audit, including relevant electronic data and systems data, pertaining the independent public accountant shall enter into a confidentiality agreement acceptable to GSL pursuant to which such independent public accountant shall keep confidential all information reviewed during such audit. The independent public accountant shall disclose to each Party (a) the accuracy of Net Sales reported and the statements basis for royalty and other financial information delivered payments made to Licensor by Licensee Lipocine under this Agreement and (b) the difference, if any, such reported and paid amounts vary from amounts determined as a result of the audit GSL shall be entitled to receive a copy of each audit report promptly from the appointed Auditor. Should the inspection show a payment inaccuracy to Lxxxxxxx’s detriment, then GSL 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 discrepancy within days after being notified thereof and upon receipt of an audit, invoice. Lipocine 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%) costs of the license fees inspection unless the discrepancy to Lipocine’s detriment is the greater of for the period covered audited, in which case GSL shall pay to Lipocine the actual costs charged by such auditaccountant for such inspection. In case of an overpayment by GSL, Licensee Lipocine shall pay interest thereon from the date such payment was originally due at issue a rate equal credit 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 GSL 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 effectreported overpayment.

Audit. During Landlord shall maintain at all times during the Term and for two years thereafterLease Term, Licensee shall keep and maintain at Landlord’s corporate office as set forth in Landlord’s notice address under the Lease, complete and accurate books of account and records at prepared in accordance with generally accepted accounting principles with respect to Operating Expenses and Taxes, and shall retain such books and records, as well as contracts, bills, vouchers, and checks, and such other documents as are reasonably necessary to properly audit Operating Expenses and Taxes. Tenant shall have the right to examine, audit and photocopy Landlord’s books and records relating to Tenant’s Proportionate Share of Operating Expenses and Taxes for any Operating Year for a period of four (4) 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 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 Schedulereasonable 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-eontingent 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 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 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.

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’ notice, prior written notice to Lessee, arrange for an Independent Certified Public Accountant of reputable standing selected by Lessor to conduct a complete audit (including a physical inventory, if applicable) of the entire records and no more than once per calendar year, Licensor shall have operations of Lessee included in Gross Revenues 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, Premises pertaining to the accuracy 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, requiring such audit, all 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 paymentrecords, whether or not the subject of an auditsource documents, shall not bar Licensor from thereafter asserting a claim for any balance duevariance reports, general ledgers, management reports, arrearage reports, check registers, and Licensee any other materials which such auditor reasonably requests in writing 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 Percentage Rent payments disclosed by any such audit if not disputed. If such audit shall disclose that Lessee’s statement of Gross Revenues is at variance following the underpayment is in excess dispute resolution set forth below to the 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 from the date such payment was originally due at a rate equal to the lesser within thirty (30) days after Lessee’s receipt of one hundred ten percent (110%) of the Prime Rate and the maximum rate permitted by applicable lawLessor’s invoice. If such error is in excess of ten percent (10%audit shall disclose an overpayment, Lessor shall credit such overpayment toward the next payment(s) of such license fees due Rent due. In addition to the foregoing, and in addition to all other remedies available to Lessor, in the event Lessee and Lessor’s auditor shall schedule a date for an audit of Lessee’s records, and Lessee shall fail to be available upon three (3) days’ notice or shall otherwise fail to comply with the period covered by requirements for such audit, Licensee shall, in addition to making immediate payment of the additional license fees due plus interest in accordance with the previous sentence, Lessee shall pay to Licensor (i) the reasonable, out-of-pocket all costs and expenses incurred 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 Licensor in connection with any submitting the results of the disputed audit to a mutually acceptable third-party Certified Public Accounting firm for its opinion, the fees of which shall be paid equally by both parties. Lessor shall additionally have such auditaudit rights as are set forth by Section 18-102, and (ii) reasonable outside attorneys fees actually incurred City Code, which is deemed as being incorporated by Licensor in enforcing the collection thereofreference as if fully set forth herein. In addition Lessor shall have the event that ability but not the rate of interest duty to conduct inspections, as are set forth in this Section exceeds Sections 00-000-000, City Code, deemed as being incorporated by reference as if fully set forth herein, from time to time, of 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 effectPremises as provided.

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 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 CARRIER shall maintain comprehensive records accurately recording the Term total number of Revenue and Non-Revenue Landings at the Airport, the Maximum Gross Landed Weight of each Aircraft and all other traffic and activity statistics that AUTHORITY requires. Such records shall be available in electronic format to AUTHORITY for two a period of 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 after occurrence of the Included Programs activities reported. All records made available shall be certified by an officer of CARRIER as accurate and pertaining complete. The Director or a duly authorized representative may examine any records relating to Licenseeactivity at the Airport during all reasonable business hours, at a place at the Airport agreed to between CARRIER and AUTHORITY. Upon AUTHORITY’s compliance with written request for examination of such records, CARRIER shall produce them to AUTHORITY within ten (10) Business Days for AUTHORITY’s auditor(s) to perform the terms hereof, including, without limitation, copies audit at a location approved by the AUTHORITY. The initial cost of an audit outside 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 recordsAirport, including relevant electronic data auditor(s) transportation, food and systems datalodging expenses, pertaining to shall be borne by AUTHORITY. However, the accuracy full cost 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 be borne by CARRIER if the audit reveals 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 following conditions: a. Underpayment 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 the fees and charges due hereunder, unless such license fees underpayment is the result of a demonstrable miscalculation by AUTHORITY; or b. Failure to maintain accurate and complete records and supportive source documentation required in this Section; or c. Failure to file Monthly Activity Reports during four (4) or more months of any consecutive eighteen (18) month period. Any underpayment of amounts due for AUTHORITY disclosed in an audit conducted pursuant to this Section shall accrue including interest of twelve percent (12%) annual percentage rate computed from the period covered by original due date of each such audit, Licensee shall, in addition to making immediate payment of the additional license fees amount due. The full amount 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 audit 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 paid to AUTHORITY within thirty (30) days from receipt of AUTHORITY’s invoice. Such payment by CARRIER shall not abrogate CARRIER’s right to contest the maximum permitted legal interest rate, and all other terms and conditions validity of this Agreement said underpayments. AUTHORITY shall remain in full force and effectcredit to CARRIER valid overpayments made by CARRIER.

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 Licensed 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’ days prior written 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 hereunderdescribed in Article 16. 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 Licensed 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, 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. Licensor acknowledges that all information gathered via its audit rights shall be considered confidential information of Licensee and may not be used by Licensor, except as necessary for the administration and enforcement of this Agreement, nor may it be disclosed to any unrelated third party (excluding Licensor’s accountant and attorneys) without the prior written consent of Licensee.

Audit. 13.1 During the Term term of this AGREEMENT and for two years thereaftera period of one (1) year after its termination or expiration, Licensee CLIENT shall keep have the right to retain an independent certified public accountant or other expert in the field of storage and maintain complete transport of medical products, to whom MOVIANTO has no reasonable objection, to audit MOVIANTO in order to determine the correctness of any financial information provided by MOVIANTO under this AGREEMENT, including but not limited to processes and accurate books of account and records payment related issues. The audit shall be conducted during regular business hours, not more than once each quarter, at its principal MOVIANTO’s place of business business. Any costs of audits performed more than once per year shall be mutually agreed upfront between the parties. The certified public accountant shall enter into a customary confidentiality agreement as a condition precedent to such audit and shall only report the correctness or incorrectness of reports made to CLIENT and shall not disclose to CLIENT any other information. The cost of such audit shall be borne by CLIENT if the certified public accountant certifies that the reports are correct in connection with each all material respects, whereas in all other cases all reasonable costs of the Included Programs and pertaining to Licensee’s compliance with the terms hereof, includingsuch audit shall be borne by MOVIANTO, without limitationprejudice to any other remedies then available to CLIENT. For purposes of clarification, copies of any and all audits allowed or required under the statements referred TECHNICAL AGREEMENT shall be excluded from the audit restrictions discussed above, including limitations on frequency and cost allocation. 13.2 If such audit determines that a payment or refund is due to in Article 16 of this Schedule. During CLIENT, MOVIANTO shall make such record retention period, upon payment or refund to CLIENT 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 Licensee’s principal place of business, Licensee’s books and records, including relevant electronic data and systems data, pertaining to the accuracy days of the statements and other financial information date on which the auditor’s written report is 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 underpaymentCLIENT. If the underpayment auditor determines that a payment is in excess of five percent due to MOVIANTO, CLIENT shall make such payment to MOVIANTO within thirty (5%30) days of the license fees for date on which the period covered by such audit, Licensee shall pay interest thereon from the date such payment was originally due at a rate equal auditor’s written report is delivered 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 effectCLIENT.

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. During the Term 1With respect to each Included Program, during its License Period 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 right, upon the auditor’s execution of a reasonable confidentiality agreement, to audit and check at Licensee’s principal place of business, Licensee’s books and recordsrecords pertaining tonecessary for the computation of License Fees for such Included Program (“Records”) (and, including relevant electronic data and systems dataonly in the case where Licensee does not have sufficient Records, pertaining Licensee shall require any Approved System to accord Licensor the accuracy of same audit rights with respect to their respective Records) once per calendar year for a period not to exceed 30 days. Any audit shall take place during normal business hours using a nationally recognized accounting or audit firm or an accounting or audit firm recognized throughout the statements and entertainment industry, or such other financial information delivered accounting firm upon which the parties shall mutually agree. To the extent an audit relates to Licensor’s opportunity under this Agreement to match other agreements, 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, out-of-pocket all actual out- 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 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 If Tenant disputes the Term amount of operating expenses as set forth in the invoice from the Landlord within forty -five days after receipt thereof, and for two years thereafterprovided Tenant is not then in default under this Lease, Licensee Tenant shall keep and maintain complete and accurate books of account have the right upon notice to have Landlord's book and records at its principal place relating to operating expenses audited by a qualified professional selected by Tenant or by Tenant itself. If after such audit Tenant still disputes the amount of business operating expenses, a certification as to the proper amount shall be made by Landlord's independent certified public accountant in connection consultation with each of Tenant's professional, which certification shall be final and conclusive. If such audit reveals that operating expenses were overstated by FIVE PERCENT (5%) or more in 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 calendar year audited Landlord shall within thirty (30) business days’ notice, and no more than once per calendar year, Licensor shall have days after the right during business hours certification 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 Tenant the amount of any underpaymentoverstatement 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 underpayment is in excess certification shows that Landlord has undercharged Tenant then Tenant shall within thirty (30) days pay to Landlord the amount of five percent (5%) 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 Tenaxx'x xispute 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 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 (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 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 The Franchisor or its representatives or agents shall have the Term right at any time during normal business hours, and for two years thereafteron Seventy-Two (72) hour prior notice to the Franchisee, Licensee shall keep to inspect, photograph, copy, request, receive and/or audit or cause to be inspected, copied, requested, received PTl/fa-5 9 and/or audited the business records, bookkeeping and maintain complete accounting records, sales, reports, financial statements and accurate tax returns that the Franchisee is required to submit to the Franchisor hereunder along with the Franchisee's books of account and records at its principal place and those of business in connection with each any corporation or partnership to which the Franchisee has assigned this Agreement. If the Franchisor should determine that an audit is necessary during the term hereof or after the expiration or termination of the Included Programs franchise, the Franchisee will, upon notice, deliver to the Franchisor all required records and pertaining documents to Licensee’s compliance conduct such audit. The Franchisee shall fully cooperate with representatives of the terms Franchisor conducting any such audit. In the event that any such audit should disclose an understatement of Gross Revenue for any Period or Periods, the Franchisee shall pay, within fifteen (15) days after receipt of the audit report, the fees, contributions and any other amounts (including, without limitation, interest pursuant to Section 24.13 hereof) due upon the amount of such understatement. Further, in the event such audit is made necessary by the failure of the Franchisee to furnish reports, financial statements, tax returns or schedules as herein required, or if an understatement of Gross Revenue for any Period is determined by any such audit to be greater than two percent (2%) of the Gross Revenue for such Period disclosed by the audit, the Franchisee shall pay two (2) times the amount of the deficiency, in addition to reimbursing the Franchisor for the cost of such audit, including, without limitation, copies the charges of the statements referred to in Article 16 of this Schedule. During such record retention periodany independent accountants, upon thirty (30) business days’ noticelegal fees, and no more than once per calendar yeartravel expenses, Licensor shall have the right during business hours to audit room, board and check at Licensee’s principal place compensation 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 their employees or payable hereunderrepresentatives. The exercise by Licensor of any right foregoing remedies are in addition to audit all other rights and remedies Franchisor may have under this Agreement 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.4.11

Audit. During (i) The Broadcaster’s representatives shall have the Term right, not more than twice during the Term, to review and for two years thereafter/ or audit the SMS, Licensee shall keep and maintain complete and accurate books of account CAS, other related systems and records at its principal place of business in connection with each SMS of the Included Programs Operator relating to the Subscribed Channels for the purpose of verifying the correctness of the information contained in Subscriber Reports and pertaining to LicenseeOperator’s full compliance with the terms hereof, including, without limitation, copies and conditions of the statements referred Agreement. If such review and or audit reveals that additional license fees are payable to the Broadcaster, the Operator shall immediately pay such additional license fees, as increased by interest levied at the rate of twenty four percent (24%) per annum. If any license fees due for any period exceed the Monthly License Fees reported by the Operator to be due for such period by 2% (two percent) or more, the Operator shall pay all of the Broadcaster’s costs incurred in Article 16 of this Schedule. During connection with such record retention period, upon thirty (30) business days’ noticereview and/or audit, and no more than once per calendar year, Licensor take any necessary actions to avoid such errors in the future. (ii) The Operator shall remain the sole owner and holder of all customer databases compiled by the Operator under the Agreement. (iii) The Broadcaster’s auditors shall also have the right during business hours to review or audit the books of accounts and check at Licensee’s principal place records of business, Licensee’s books and records, including relevant electronic data and systems data, pertaining Operator relating to the accuracy Subscribed Channels, once during the Term, for the purpose of verifying the correctness of the statements and other financial information delivered amounts payable to Licensor by Licensee the Broadcaster under this Agreement and the amount correctness of the license fees paid or payable hereunderinformation contained in Subscriber Reports. The exercise by Licensor scope of any right to such Audit shall be as set out in Annexure F. If such review or 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 reveals that Licensor may only audit any particular record once. If an examination establishes an error in Licensee’s computation of license additional fees due with respect are payable to the Included ProgramsBroadcaster (“Additional Fees determined by Commercial Audit”), Licensee Operator shall immediately pay such Additional Fees determined by Commercial Audit, as increased by interest levied at the amount rate of any underpaymenttwenty four percent (24%) per annum. If the underpayment such Additional Fees determined by Commercial Audit is in excess of more than five percent per cent (5%) of the license fees Monthly License Fees for the applicable period covered already paid by such auditOperator to the Broadcaster, Licensee the Operator 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%) all 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 Broadcaster’s costs and expenses incurred by Licensor in connection with any such review and/or audit, and (ii) reasonable outside attorneys fees actually incurred by Licensor undertake to take any necessary actions to avoid such errors in enforcing the collection thereoffuture. In the event that the rate Further in such a case where there is a discrepancy of interest set forth 5% or more, as detailed in this Section exceeds clause, the maximum permitted legal interest rate, such rate Broadcaster shall be automatically reduced permitted to be undertake such review/audit carried once in every quarter henceforth, however at the Broadcaster s sole discretion. For the sake of clarity, if such quarterly review/audit shows any discrepancy, then the Operator shall be liable to reimburse the Broadcaster’s costs incurred in connection with such review and/or audit. (iv) The Operator shall provide full cooperation to the maximum permitted legal interest rateBroadcaster’s Auditors in order to carry out the audit including but not limited to granting unfettered, unqualified and all other terms unrestricted access to the Operator’s facilities and conditions systems including but not limited to SMS, CAS, IT systems and providing documents as may be required by the Auditors. The Operator shall have no objection to Auditors carrying/using their own equipment’s, systems including but not limited to laptop, software & hardware for conducting such audit and shall be provided with free ingress and egress from the premises where in such audit is conducted. This shall also apply to Technical Audits. Any breach by or on the part of the Operator with regard to the above covenants shall be construed as material breach of this Agreement shall remain in full force and effectAgreement.

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. 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 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 not audit any particular record oncea period covered by a prior audit. 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 seven and one-half percent (107.5%) 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 any such audit, and (ii) reasonable outside attorneys fees actually incurred by Licensor in enforcing the collection thereof. In the event an audit discloses an overpayment by Licensee, (a) such amount shall be offset against the underpayment, if any, disclosed by such audit, (b) Licensee shall offset the amount, if any, by which such overpayment exceeds such underpayment against future VOD License Fees or DHE License Fees and (c) at the end of the Term, Licensor shall refund the portion of such overpayment, if any, not fully offset in accordance with the foregoing during the Term. 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 and Comcast’s compliance with this Agreement. 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, 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. Studio must make any claim against Comcast within six (6) months after Studio receives the final results from any such audit (but in no case later than eight (8) months after Studio’s representatives last leave Comcast’s offices). 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 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 the Term and for two years thereafter, Licensee StarBase shall keep and maintain complete and accurate books of account and records covering all transactions relating to this License Agreement. Site, at its principal place of business in connection with each of Site's sole expense (subject to 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 last sentence of this Schedule. During Section 5(e)) shall be entitled to have an independent Certified Public Accountant (the "Accountant") chosen by Site and reasonably acceptable to StarBase, who agrees in writing to be bound by confidentiality provisions of this License Agreement, audit and inspect such record retention periodbooks and records as may be necessary to verify the royalty reports, upon thirty (30) business days’ noticeat any time or times, and no but not more than once per calendar year, Licensor annually during or within one year after the term of this License Agreement during reasonable business hours and upon five (5) business days prior written notice to StarBase. The Accountant shall have the right during business hours to audit make copies and check at Licensee’s principal place summaries of business, Licensee’s such books and records, including records but shall not disclose to Site any information relating to the business of StarBase other than the relevant electronic data sales totals (but not customer names) and systems data, pertaining to the accuracy of the statements royalty reports submitted hereunder. All confidential business information received by the Accountant or Site as a result of such audit, and other financial information delivered to Licensor all written reports submitted by Licensee and StarBase, shall be kept in confidence for five (5) years from the amount date 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, receipt thereof and shall not bar Licensor from thereafter asserting a claim be used for any balance due, purposes other than evaluating StarBase's obligations under this License Agreement. All books of account and Licensee records shall remain fully liable be retained by StarBase for any balance due under the terms a minimum of this Agreement, provided that Licensor may only audit any particular record once. If an examination establishes an error in Licensee’s computation one (1) year after submission of license fees due with respect each Royalty Report to the Included Programs, Licensee shall immediately pay the amount of any underpaymentwhich they relate. If the underpayment Accountant discovers a deficiency in the royalties paid to Site for any period under the audit ("an Audit Deficiency"), StarBase shall promptly pay such Audit Deficiency to Site, and, if such Audit Deficiency is in excess of five percent (5%) percent or more of the license fees royalties paid to Site for the period covered by such auditaudit period, Licensee StarBase 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 also reimburse Site 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 reasonable costs and expenses (including the Accountant's fees and expenses) incurred by Licensor Site 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 and Comcast’s compliance with this Agreement. 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, 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 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 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 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 the Term and for two a period of three (3) years thereafter, the Licensee shall keep and maintain complete and accurate books of account and records maintain, at its principal place of business in connection business, true, detailed and accurate books and records together with supporting bills, invoices and vouchers of any and all transactions (including, without limitation to, the manufacture, shipping, distribution and sale of each of the Included Programs Products and pertaining packaging or containers therefore) 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 thereof by the Licenser or its representative(s) during regular business hours upon no more that five (5) business days notice. Such audit and/or examination shall be carried out not more than twice in any calendar year. In the event that any such examination and inspection shall indicate that the Licensee shall have made errors to the detriment of the statements referred to in Article 16 of this Schedule. During such record retention periodLicensor, upon thirty (30) business days’ notice, and no more than once per calendar year, Licensor then 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 forthwith pay 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, 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 percent (4%) above Citibank N.A.'s Prime Rate from time to time from the date payments should have been made or eight percent (8%), whichever if higher, 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 manufactures and sub-licensees. Acceptance of any sum by or on behalf of the Licensor from the Licensee shall not in any manner be constructed as a wavier 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 wavier 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.

Audit. During the Term Contractor shall maintain accurate and for two years thereaftercomplete records and accounts relating to Services provided hereunder, Licensee shall keep and maintain and, in accordance with generally-accepted accounting principles, complete and accurate books records of account expenses incurred sufficient to document the Fees and records Expenses invoiced to Company for at least three (3) years following the date of the invoice (“Records and Accounts”). Upon request by Company provided with reasonable prior notice, Contractor shall allow Company or Company’s authorized representatives to visit Contractor’s facilities during normal business hours to observe and verify Contractor’s compliance with this Agreement, review the Records and Accounts, inspect those facilities of Contractor which are being utilized in the Services, and/or to make copies of relevant records. Records and Accounts shall be maintained for a period of seven (7) years after the creation of the applicable Record or Account. In order to assure the quality of Contractor’s performance of the Services hereunder, Company will be entitled to perform such audits no more than two (2) times in any twelve (12) month period; provided, however, Company may also visit Contractor’s offices with reasonable frequency during normal business hours to discuss the progress of the Services. In the event said audits exceed two (2) times in any twelve (12) month period (such additional audits, “Additional Audits”), Contractor agrees to allow Company or its principal place of business authorized representatives to conduct such Additional Audits; provided, however, that Company shall reimburse Contractor for Contractor’s costs and expenses actually incurred by Contractor in connection with each such Additional Audits. If Company discovers that Contractor has been overcharging Company as a result 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 recordsany audit, including relevant electronic data and systems dataany Additional Audit, 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 Contractor will refund the amount of any underpaymentovercharging that is not disputed in good faith by Company. If Notwithstanding anything to the underpayment is contrary in excess this Section 5.1, if the amount of five percent (5%) any such undisputed overcharge exceeds 10% of the license fees for amounts actually due during the period covered by being audited, Contractor shall reimburse Company for Company’s costs of thereto and, if such auditovercharge was discovered during an Additional Audit, Licensee Company 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 not be responsible 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 reimbursing Contractor for Contractor’s 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 thereofwith respect to such Additional Audit. In the event that the rate of interest set forth in this Section exceeds the maximum permitted legal interest rate, such rate . All Records and Accounts shall be automatically reduced to deemed Confidential Information under the maximum permitted legal interest rate, and all other terms and conditions of this Agreement shall remain in full force and effectConfidentiality Agreement.