Common use of Auditing Clause in Contracts

Auditing. Books and records kept in accordance with Paragraph 9.1 will be open to inspection by representatives or agents of REGENTS at reasonable times to determine the completeness and accuracy of those payments and to assess the LICENSEE’s compliance with terms of this AGREEMENT. As necessary and reasonable, LICENSEE will make its personnel available to interpret documents, understand accounting methodologies employed, and to run reports from LICENSEE’s accounting and enterprise resource planning systems to permit REGENTS agents and representatives to verify the completeness and accuracy of LICENSEE’s payments due REGENTS. The agents or representatives of REGENTS may retain one copy of books and records supporting their findings until the matters identified during the course of the inspection are resolved. Notwithstanding any other provision of this AGREEMENT or any confidentiality agreement between LICENSEE and agents or representatives of REGENTS, such agents and representatives are permitted to disclose their findings regarding the completeness and accuracy of LICENSEE’s payments to REGENTS as well as the evidentiary bases therefore. REGENTS right to conduct an inspection will be preserved for one year following the later of the termination or expiration of this AGREEMENT. or the LICENSEE’s final report setting forth royalties due in connection with LICENSED PRODUCTS manufactured or in inventory at the expiration or termination of the AGREEMENT. The fees and expenses of representatives of REGENTS performing such an inspection will be borne by REGENTS. If, however, the payments made to REGENTS under this AGREEMENT by the LICENSEE are found after REGENTS initiate their inspection to be less than ninety-five percent (95%) of the total payments due to REGENTS under this AGREEMENT for any year, LICENSEE will bear the cost of the inspection. Should an overpayment by LICENSEE be discovered after REGENTS initiate their inspection, LICENSEE will be entitled to a credit equal to such excess payment, minus the expenses of such inspection, against the payment obligations next accruing under the AGREEMENT, provided such payments are due and payable.

Auditing. Books and records kept in accordance with Paragraph 9.1 8.1 will be open to inspection by representatives or agents of REGENTS at reasonable times to determine the completeness and accuracy of those payments and to assess the LICENSEE’s compliance with terms of this AGREEMENT. As necessary and reasonable, LICENSEE will make its personnel available to interpret documents, understand accounting methodologies employed, and to run reports from LICENSEE’s accounting and enterprise resource planning systems to permit REGENTS agents and representatives to verify the completeness and accuracy of LICENSEE’s payments due REGENTS. The agents or representatives of REGENTS may retain one copy of books and records supporting their findings until the matters identified during the course of the inspection are resolved. Notwithstanding any other provision of this AGREEMENT or any confidentiality agreement between LICENSEE and agents or representatives of REGENTS, such agents and representatives are permitted to disclose their findings regarding the completeness and accuracy of LICENSEE’s payments to REGENTS as well as the evidentiary bases therefore. REGENTS right to conduct an inspection will be preserved for one year following the later of the termination or expiration of this AGREEMENT. or the LICENSEE’s final report setting forth royalties due in connection with LICENSED PRODUCTS manufactured or in inventory at the expiration or termination of the AGREEMENT. The fees and expenses of representatives of REGENTS performing such an inspection will be borne by REGENTS. If, however, the payments made to REGENTS under this AGREEMENT by the LICENSEE are found after REGENTS initiate their inspection to be less than ninety-five percent (95%) of the total payments due to REGENTS under this AGREEMENT for any year, LICENSEE will bear the cost of the inspection. Should an overpayment by LICENSEE be discovered after REGENTS initiate their inspection, LICENSEE will be entitled to a credit equal to such excess payment, minus the expenses of such inspection, against the payment obligations next accruing under the AGREEMENT, provided such payments are due and payable.

Auditing. Books 10.1 The Licensee shall keep and records kept in accordance with Paragraph 9.1 will be open to make available for inspection by representatives upon reasonable notice (and shall procure that each Relevant Party keeps and makes available for inspection upon reasonable notice), both during and for twelve months after termination or agents of REGENTS at reasonable times to determine the completeness and accuracy of those payments and to assess the LICENSEE’s compliance with terms expiry of this AGREEMENT. As necessary and reasonableAgreement, LICENSEE will make its personnel available to interpret documentsproper, understand accounting methodologies employed, and to run reports from LICENSEE’s accounting and enterprise resource planning systems to permit REGENTS agents and representatives to verify the completeness and accuracy of LICENSEE’s payments due REGENTS. The agents or representatives of REGENTS may retain one copy of detailed books and records supporting their findings until relating to (a) the matters identified during the course use of all Musical Works and (b) any income or other consideration received by or on behalf of the inspection are resolvedLicensee in relation to the Licensed Services, together with any supporting documentation relating thereto covering the period up to six years prior to the date of notification of audit. Notwithstanding Where any other provision agreement between the Licensee and the Licensors replaces this Agreement or licenses substantially the same activities (the "Replacement Agreement"), the twelve month time-limit referred to above shall begin following termination or expiry of the Replacement Agreement. 10.2 For the purposes of this AGREEMENT or any confidentiality agreement between LICENSEE clause 10, the Licensee shall allow upon reasonable notice (and agents or representatives of REGENTSshall procure that each Relevant Party shall allow) access to its premises to inspect relevant accounting records, such agents and representatives are permitted to disclose their findings regarding the completeness and accuracy of LICENSEE’s payments to REGENTS as well as the evidentiary bases therefore. REGENTS right to conduct an inspection will be preserved for one year following the later of the termination or expiration of this AGREEMENT. or the LICENSEE’s final report setting forth royalties due in connection with LICENSED PRODUCTS manufactured or in inventory at the expiration or termination of the AGREEMENTbut not more than once per annum. The fees and expenses of duly authorised representatives of REGENTS performing such an inspection will (who shall be borne by REGENTS. If, however, external qualified accountants or auditors unless otherwise agreed between the payments made to REGENTS under this AGREEMENT by the LICENSEE are found after REGENTS initiate their inspection to be less than ninety-five percent (95%parties) of the total payments due Licensors shall have such access to REGENTS under this AGREEMENT for any year, LICENSEE will bear the cost of the inspection. Should an overpayment by LICENSEE be discovered after REGENTS initiate their inspection, LICENSEE will Licensee’s premises and shall be entitled to a credit equal inspect, make extracts and take copies of any of the information and/or documentation available and to carry out such excess paymentwork as is, minus in their reasonable opinion, considered necessary to verify compliance with the expenses provisions of such inspectionthis Agreement. 10.3 If tests under any audit and verification process indicate under-payment of the correct Royalty Fee during the period under audit, against then, without prejudice to the Licensors’ other rights under this Agreement, the Licensee shall pay the amount of the underpayment plus interest based on the period from which the correct fee should have been paid to the Licensors to the date when it was actually paid (at the rate set out in clause 5.14). 10.4 If any audit and verification process discloses (a) under-payment obligations next accruing of more than 7.5% of the correct Royalty Fee during the period under the AGREEMENT, provided such payments are due and payable.audit and/or

Auditing. Books 6.01 Licensee and Affiliates shall keep and maintain complete, accurate, and detailed books and records kept in paper and electronic format with respect to all products (all such books and records collectively referred to as “Necessary Records”). Necessary Records include, but are not limited to, all books and records related to: (i) the organization chart showing the relationship of Licensee with all Affiliates; and (ii) all purchases, stocks, deliveries, Manufacture, and Sale of all products, as well as technical specifications of all products. Necessary Records pertaining to a particular royalty reporting period, including Necessary Records relating to the Manufacture, use, import, offer for Sale, Sale, or other disposition of any products prior to the Effective Date, shall be maintained for five (5) years from the date on which a royalty is paid or should have been paid, whichever is later. 6.02 Sisvel shall have the right to have audited the Necessary Records of Licensee and any past and present Affiliates to ascertain their compliance with their obligations under this Agreement, including, but not limited to the accuracy and completeness of the royalty statements and payments pursuant to Article 5, the organization chart of Licensee required under Section 2.03 and the representations and warranties made by Licensee in Article 3 above. Any such audit shall take place not more than once per calendar year unless any previous audit has revealed a shortfall as provided in Section 6.05 or unless Licensee and/or an Affiliate has failed to fully cooperate during a previous audit. It is understood that an audit under this Article 6 might include separate audits of past and present Affiliates and for purposes of this Section 6.02 such audits will count as a single audit. Sisvel will give Licensee written notice of such audit at least five (5) Days prior to the audit. All such audits shall be conducted during reasonable business hours. 6.03 Any audit under this Article 6 shall be conducted by an independent certified public accountant or equivalent (“Auditor”) selected by Sisvel. Licensee shall fully cooperate with the Auditor in conducting such audit and shall permit the Auditor to inspect and copy Licensee’s Necessary Records that the Auditor, in the Auditor’s discretion, deems appropriate and necessary to conduct such audit in accordance with Paragraph 9.1 international professional standards applicable to the Auditor. Licensee agrees that it will provide all Necessary Records to the Auditor regardless of whether such Necessary Records are subject to confidentiality obligations. It shall be open to inspection by representatives or agents of REGENTS at reasonable times to determine the completeness and accuracy of those payments and to assess the LICENSEE’s compliance with terms a material breach of this AGREEMENT. As necessary and reasonableAgreement for Licensee and/or an Affiliate to fail to cooperate with the Auditor and/or to fail to provide the Auditor all Necessary Records requested by the Auditor, LICENSEE will make its personnel available regardless of whether Licensee claims that such Necessary Records are subject to interpret documents, understand accounting methodologies employed, and to run reports from LICENSEE’s accounting and enterprise resource planning systems to permit REGENTS agents and representatives to verify the completeness and accuracy confidentiality obligations. 6.04 The cost of LICENSEE’s payments due REGENTS. The agents or representatives of REGENTS may retain one copy of books and records supporting their findings until the matters identified during the course of the inspection are resolved. Notwithstanding any other provision of audit under this AGREEMENT or any confidentiality agreement between LICENSEE and agents or representatives of REGENTS, such agents and representatives are permitted to disclose their findings regarding the completeness and accuracy of LICENSEE’s payments to REGENTS as well as the evidentiary bases therefore. REGENTS right to conduct an inspection will Article 6 shall be preserved for one year following the later of the termination or expiration of this AGREEMENT. or the LICENSEE’s final report setting forth royalties due in connection with LICENSED PRODUCTS manufactured or in inventory at the expiration or termination expense of the AGREEMENT. The fees and expenses of representatives of REGENTS performing such an inspection will be borne by REGENTS. IfSisvel; provided, however, that Licensee shall bear the payments made entire cost of the audit, without prejudice to REGENTS any other claim or remedy as Sisvel may have under this AGREEMENT by Agreement or under applicable law, if: (i) the LICENSEE are found after REGENTS initiate their inspection to be less audit reveals a discrepancy that is greater than ninety-five three percent (953%) of the total payments number of Licensed Consumer Products declared by Licensee or Affiliates in any of the quarterly royalty statements during the period to which the audit refers; (ii) the audit identifies any Affiliate involved in the Manufacture, use, import, offer for Sale, Sale, or other disposition of Licensed Consumer Products and not listed in Exhibit 3 of this Agreement or included in the organization charts as required under Section 2.03; (iii) Licensee has failed to submit any royalty statements by their due date, as per Article 5 above, in respect of the period to REGENTS which the audit relates; and/or (iv) Licensee or any Affiliate refuse or obstruct the audit, or the Auditor reports that Licensee or any Affiliates have refused or obstructed the audit, such as, for example, by refusing to supply all Necessary Records requested by the Auditor. 6.05 In the event that the audit, or evidence from a source other than the Auditor including a revised royalty statement sent by Licensee after receiving notice of an audit or a royalty statement or other document from a supplier or customer of Licensee or an Affiliate, reveals a discrepancy or error in the number of Licensed Consumer Products declared by Licensee in the royalty statements provided for in Article 5 of this Agreement, Licensee will pay the Standard Rate royalty and interest due under this AGREEMENT Agreement pursuant to Sections 4.02 and 5.10 of this Agreement, respectively. 6.06 Within fifteen (15) Days after receiving notice from Sisvel of any shortfalls revealed by an audit, or by a source other than an audit, Licensee shall pay the royalties due for any year, LICENSEE will bear the amount of the shortfall plus: (i) interest as set forth in Section 5.10; (ii) the cost of the inspection. Should an overpayment by LICENSEE be discovered after REGENTS initiate their inspection, LICENSEE will be entitled to a credit equal to such excess payment, minus the expenses of such inspection, against the payment obligations next accruing under the AGREEMENT, provided such payments are due and payable.audit if applicable as per Section

Auditing. Books 6.01 Licensee and Affiliates shall keep and maintain complete, accurate, and detailed books and records kept in paper and electronic format with respect to all products (all such books and records collectively referred to as “Necessary Records”). Necessary Records include, but are not limited to, all books and records related to: (i) the organization chart showing the relationship of Licensee with all Affiliates; and (ii) all purchases, stocks, deliveries, Manufacture, and Sale of all products, as well as technical specifications of all products. Necessary Records pertaining to a particular royalty reporting period, including Necessary Records relating to the Manufacture, use, import, offer for Sale, Sale, or other disposition of any products prior to the Effective Date, shall be maintained for five (5) years from the date on which a royalty is paid or should have been paid, whichever is later. 6.02 Sisvel shall have the right to have audited the Necessary Records of Licensee and any past and present Affiliates to ascertain their compliance with their obligations under this Agreement, including, but not limited to the accuracy and completeness of the royalty statements and payments pursuant to Article 5, the organization chart of Licensee required under Section 2.03 and the representations and warranties made by Licensee in Article 3 above. Any such audit shall take place not more than once per calendar year unless any previous audit has revealed a shortfall as provided in Section 6.05 or unless Licensee and/or an Affiliate has failed to fully cooperate during a previous audit. It is understood that an audit under this Article 6 might include separate audits of past and present Affiliates and for purposes of this Section 6.02 such audits will count as a single audit. Sisvel will give Licensee written notice of such audit at least five (5) Days prior to the audit. All such audits shall be conducted during reasonable business hours. 6.03 Any audit under this Article 6 shall be conducted by an independent certified public accountant or equivalent (“Auditor”) selected by Sisvel. Licensee shall fully cooperate with the Auditor in conducting such audit and shall permit the Auditor to inspect and copy Licensee’s Necessary Records that the Auditor, in the Auditor’s discretion, deems appropriate and necessary to conduct such audit in accordance with Paragraph 9.1 international professional standards applicable to the Auditor. Licensee agrees that it will provide all Necessary Records to the Auditor regardless of whether such Necessary Records are subject to confidentiality obligations. It shall be open to inspection by representatives or agents of REGENTS at reasonable times to determine the completeness and accuracy of those payments and to assess the LICENSEE’s compliance with terms a material breach of this AGREEMENT. As necessary and reasonableAgreement for Licensee and/or an Affiliate to fail to cooperate with the Auditor and/or to fail to provide the Auditor all Necessary Records requested by the Auditor, LICENSEE will make its personnel available regardless of whether Licensee claims that such Necessary Records are subject to interpret documents, understand accounting methodologies employed, and to run reports from LICENSEE’s accounting and enterprise resource planning systems to permit REGENTS agents and representatives to verify the completeness and accuracy confidentiality obligations. 6.04 The cost of LICENSEE’s payments due REGENTS. The agents or representatives of REGENTS may retain one copy of books and records supporting their findings until the matters identified during the course of the inspection are resolved. Notwithstanding any other provision of audit under this AGREEMENT or any confidentiality agreement between LICENSEE and agents or representatives of REGENTS, such agents and representatives are permitted to disclose their findings regarding the completeness and accuracy of LICENSEE’s payments to REGENTS as well as the evidentiary bases therefore. REGENTS right to conduct an inspection will Article 6 shall be preserved for one year following the later of the termination or expiration of this AGREEMENT. or the LICENSEE’s final report setting forth royalties due in connection with LICENSED PRODUCTS manufactured or in inventory at the expiration or termination expense of the AGREEMENT. The fees and expenses of representatives of REGENTS performing such an inspection will be borne by REGENTS. IfSisvel; provided, however, that Licensee shall bear the payments made entire cost of the audit, without prejudice to REGENTS any other claim or remedy as Sisvel may have under this AGREEMENT by Agreement or under applicable law, if: (i) the LICENSEE are found after REGENTS initiate their inspection to be less audit reveals a discrepancy that is greater than ninety-five three percent (953%) of the total payments number of Licensed Products declared by Licensee or Affiliates in any of the quarterly royalty statements during the period to which the audit refers; (ii) the audit identifies any Affiliate involved in the Manufacture, use, import, offer for Sale, Sale, or other disposition of Licensed Products and not listed in Exhibit 3 of this Agreement or included in the organization charts as required under Section 2.03; (iii) Licensee has failed to submit any royalty statements by their due date, as per Article 5 above, in respect of the period to REGENTS which the audit relates; and/or (iv) Licensee or any Affiliate refuse or obstruct the audit, or the Auditor reports that Licensee or any Affiliates have refused or obstructed the audit, such as, for example, by refusing to supply all Necessary Records requested by the Auditor. 6.05 In the event that the audit, or evidence from a source other than the Auditor including a revised royalty statement sent by Licensee after receiving notice of an audit or a royalty statement or other document from a supplier or customer of Licensee or an Affiliate, reveals a discrepancy or error in the number of Licensed Products declared by Licensee in the royalty statements provided for in Article 5 of this Agreement, Licensee will pay the Standard Rate royalty and interest due under this AGREEMENT Agreement pursuant to Sections 4.02 and 5.10 of this Agreement, respectively. 6.06 Within fifteen (15) Days after receiving notice from Sisvel of any shortfalls revealed by an audit, or by a source other than an audit, Licensee shall pay the royalties due for any year, LICENSEE will bear the amount of the shortfall plus: (i) interest as set forth in Section 5.10; (ii) the cost of the inspection. Should an overpayment by LICENSEE be discovered after REGENTS initiate their inspection, LICENSEE will be entitled to a credit equal to such excess payment, minus the expenses audit if applicable as per Section 6.04 of such inspection, against the payment obligations next accruing under the AGREEMENT, provided such payments are due this Agreement; and payable(iii) any additional amounts if applicable as per Section 6.05 of this Agreement.

Auditing. Books 6.01 Licensee and Affiliates shall keep and maintain complete, accurate, and detailed books and records kept in paper and electronic format with respect to all products (all such books and records collectively referred to as “Necessary Records”). Necessary Records include, but are not limited to, all books and records related to: (i) the organization chart showing the relationship of Licensee with all Affiliates; and (ii) all purchases, stocks, deliveries, Manufacture, and Sale of all products, as well as technical specifications of all products. Necessary Records pertaining to a particular royalty reporting period, including Necessary Records relating to the Manufacture, use, import, offer for Sale, Sale, or other disposition of any products prior to the Effective Date, shall be maintained for five (5) years from the date on which a royalty is paid or should have been paid, whichever is later. 6.02 Sisvel shall have the right to have audited the Necessary Records of Licensee and any past and present Affiliates to ascertain their compliance with their obligations under this Agreement, including, but not limited to the accuracy and completeness of the royalty statements and payments pursuant to ARTICLE 5, the organization chart of Licensee required under Section 2.03 and the representations and warranties made by Licensee in ARTICLE 3 above. Any such audit shall take place not more than once per calendar year unless any previous audit has revealed a shortfall as provided in Section 6.05 or unless Licensee and/or an Affiliate has failed to fully cooperate during a previous audit. It is understood that an audit under this ARTICLE 6 might include separate audits of past and present Affiliates and for purposes of this Section 6.02 such audits will count as a single audit. Sisvel will give Licensee written notice of such audit at least five (5) Days prior to the audit. All such audits shall be conducted during reasonable business hours. 6.03 Any audit under this ARTICLE 6 shall be conducted by an independent certified public accountant or equivalent (“Auditor”) selected by Sisvel. Licensee shall fully cooperate with the Auditor in conducting such audit and shall permit the Auditor to inspect and copy Licensee’s Necessary Records that the Auditor, in the Auditor’s discretion, deems appropriate and necessary to conduct such audit in accordance with Paragraph 9.1 international professional standards applicable to the Auditor. Licensee agrees that it will provide all Necessary Records to the Auditor regardless of whether such Necessary Records are subject to confidentiality obligations. It shall be open to inspection by representatives or agents of REGENTS at reasonable times to determine the completeness and accuracy of those payments and to assess the LICENSEE’s compliance with terms a material breach of this AGREEMENT. As necessary and reasonableAgreement for Licensee and/or an Affiliate to fail to cooperate with the Auditor and/or to fail to provide the Auditor all Necessary Records requested by the Auditor, LICENSEE will make its personnel available regardless of whether Licensee claims that such Necessary Records are subject to interpret documents, understand accounting methodologies employed, and to run reports from LICENSEE’s accounting and enterprise resource planning systems to permit REGENTS agents and representatives to verify the completeness and accuracy confidentiality obligations. 6.04 The cost of LICENSEE’s payments due REGENTS. The agents or representatives of REGENTS may retain one copy of books and records supporting their findings until the matters identified during the course of the inspection are resolved. Notwithstanding any other provision of audit under this AGREEMENT or any confidentiality agreement between LICENSEE and agents or representatives of REGENTS, such agents and representatives are permitted to disclose their findings regarding the completeness and accuracy of LICENSEE’s payments to REGENTS as well as the evidentiary bases therefore. REGENTS right to conduct an inspection will ARTICLE 6 shall be preserved for one year following the later of the termination or expiration of this AGREEMENT. or the LICENSEE’s final report setting forth royalties due in connection with LICENSED PRODUCTS manufactured or in inventory at the expiration or termination expense of the AGREEMENT. The fees and expenses of representatives of REGENTS performing such an inspection will be borne by REGENTS. IfXxxxxx; provided, however, that Licensee shall bear the payments made entire cost of the audit, without prejudice to REGENTS any other claim or remedy as Sisvel may have under this AGREEMENT by Agreement or under applicable law, if: (i) the LICENSEE are found after REGENTS initiate their inspection to be less audit reveals a discrepancy that is greater than ninety-five three percent (953%) of the total payments number of Licensed Products declared by Licensee or Affiliates in any of the quarterly royalty statements during the period to which the audit refers; (ii) the audit identifies any Affiliate involved in the Manufacture, use, import, offer for Sale, Sale, or other disposition of Licensed Products and not listed in Exhibit 3 of this Agreement or included in the organization charts as required under Section 2.03; (iii) Licensee has failed to submit any royalty statements by their due date, as per ARTICLE 5 above, in respect of the period to REGENTS which the audit relates; and/or (iv) Licensee or any Affiliate refuse or obstruct the audit, or the Auditor reports that Licensee or any Affiliates have refused or obstructed the audit, such as, for example, by refusing to supply all Necessary Records requested by the Auditor. 6.05 In the event that the audit, or evidence from a source other than the Auditor including a revised royalty statement sent by Licensee after receiving notice of an audit or a royalty statement or other document from a supplier or customer of Licensee or an Affiliate, reveals a discrepancy or error in the number of Licensed Products declared by Licensee in the royalty statements provided for in ARTICLE 5 of this Agreement, Licensee will pay the Royalty Rate and interest due under this AGREEMENT Agreement pursuant to Sections 4.02 and 5.10 of this Agreement, respectively. 6.06 Within fifteen (15) Days after receiving notice from Sisvel of any shortfalls revealed by an audit, or by a source other than an audit, Licensee shall pay the royalties due for any year, LICENSEE will bear the amount of the shortfall plus: (i) interest as set forth in Section 5.10; (ii) the cost of the inspection. Should an overpayment by LICENSEE be discovered after REGENTS initiate their inspection, LICENSEE will be entitled to a credit equal to such excess payment, minus the expenses audit if applicable as per Section 6.04 of such inspection, against the payment obligations next accruing under the AGREEMENT, provided such payments are due this Agreement; and payable(iii) any additional amounts if applicable as per Section 6.05 of this Agreement.

Auditing. Books The JVC shall engage an accounting firm selected by the Board as its external auditor (the “JVC Auditor”) and to examine and verify the financial accounting books of the JVC on an annual basis. The results of the JVC Auditor’s examination shall be reported to the Board. The JVC shall submit to the Parties and to each Director the audited annual accounts within forty-five (45) days after the end of the Financial Year, together with the audit report of the JVC Auditor. In connection with the annual audit of the JVC, Agila shall provide to the JVC Auditor and the Board complete and accurate accounting records kept related to its performance of the manufacturing services to the JVC, which shall be prepared in accordance with Paragraph 9.1 will be open the accounting principles it generally and consistently applies in its business operations. Agila further agrees to inspection by representatives or agents of REGENTS at reasonable times provide to determine the completeness JVC Auditor and accuracy of those payments and to assess the LICENSEE’s compliance with terms of this AGREEMENT. As necessary and reasonable, LICENSEE will make its personnel available to interpret documents, understand accounting methodologies employed, and to run reports from LICENSEE’s accounting and enterprise resource planning systems to permit REGENTS agents and representatives to verify the completeness and accuracy of LICENSEE’s payments due REGENTS. The agents or representatives of REGENTS may retain one Board a copy of books all reports of any internal or external audit of Agila to the extent relating to the manufacturing services provided to the JVC. If the JVC Auditor and records supporting their findings until the matters identified during Board discovers that Agila has overbilled the course JVC for the manufacturing services, Agila shall reimburse the JVC such overbilled amount. In the event the overbilled amount exceeds the greater of the inspection are resolved. Notwithstanding any other provision of this AGREEMENT One Hundred Thousand Dollars (U.S. $100,000) or any confidentiality agreement between LICENSEE and agents or representatives of REGENTS, such agents and representatives are permitted to disclose their findings regarding the completeness and accuracy of LICENSEE’s payments to REGENTS as well as the evidentiary bases therefore. REGENTS right to conduct an inspection will be preserved for one year following the later of the termination or expiration of this AGREEMENT. or the LICENSEE’s final report setting forth royalties due in connection with LICENSED PRODUCTS manufactured or in inventory at the expiration or termination of the AGREEMENT. The fees and expenses of representatives of REGENTS performing such an inspection will be borne by REGENTS. If, however, the payments made to REGENTS under this AGREEMENT by the LICENSEE are found after REGENTS initiate their inspection to be less than ninety-five ten percent (9510%) of the total payments fees payable by the JVC to Agila during the period subject to such audit, then Agila shall also pay the JVC an interest at the lesser of (i) thirty (30) day U.S. dollar LIBOR rate effective for the date such overbilled amount was paid, as published by The Wall Street Journal, Internet Edition at xxx.xxx.xxx in the “Money Rates” column plus an additional two percent (2%), or (ii) the maximum rate permitted by Applicable Laws, calculated on the number of days since the JVC paid such overbilled amount. If the Parties cannot agree on whether Agila has overbilled the JVC for its manufacturing services or the overbilled amount, such dispute shall be resolved in accordance with the procedures set forth in Section 17.10. Notwithstanding the foregoing, billing differences arising out of a positive variance from standard costs assumed at the beginning of the year (as approved by the Board), and which are due to REGENTS under this AGREEMENT for any yearbe adjusted at year end, LICENSEE will bear the cost of the inspection. Should an overpayment by LICENSEE not be discovered after REGENTS initiate their inspection, LICENSEE will be entitled to a credit equal to treated as overbilling even if it exceeds such excess payment, minus the expenses of such inspection, against the payment obligations next accruing under the AGREEMENT, provided such payments are due and payable[*] (U.S. $[*]) or [*] percent ([*]%).

Auditing. Books and records kept in accordance with Paragraph 9.1 will be open to inspection by representatives or agents of REGENTS at reasonable times to determine the completeness and accuracy of those payments and to assess the LICENSEE’s compliance with terms of this AGREEMENT. As necessary and reasonable, LICENSEE will make its personnel available to interpret documents, understand accounting methodologies employed, and to run reports from LICENSEE’s accounting and enterprise resource planning systems to permit REGENTS agents and representatives to verify the completeness and accuracy of LICENSEE’s payments due REGENTS. The agents or representatives of REGENTS may retain one copy of books and records supporting their findings until the matters identified during the course of the inspection are resolved. Notwithstanding any other provision of this AGREEMENT or any confidentiality agreement between LICENSEE and agents or representatives of REGENTS, such agents and representatives are permitted to disclose their findings regarding the completeness and accuracy of LICENSEE’s payments to REGENTS as well as the evidentiary bases basis therefore. REGENTS right to conduct an inspection will be preserved for one year following the later of the termination or expiration of this AGREEMENT. AGREEMENT or the LICENSEE’s final report setting forth royalties due in connection with LICENSED PRODUCTS manufactured or in inventory at the expiration or termination of the AGREEMENT. The fees and expenses of representatives of REGENTS performing such an inspection will be borne by REGENTS. If, however, the payments made to REGENTS under this AGREEMENT by the LICENSEE are found after REGENTS initiate their inspection to be less than ninety-five percent (95%) of the total payments due to REGENTS under this AGREEMENT for any year, LICENSEE will bear the cost of the inspection. Should an overpayment by LICENSEE be discovered after REGENTS initiate their inspection, LICENSEE will be entitled to a credit equal to such excess payment, minus the expenses of such inspection, against the payment obligations next accruing under the AGREEMENT, provided such payments are due and payable.

Auditing. Books and XXXX or its representatives, through an independent certified public accountant reasonably acceptable to Licensee, shall be permitted, at XXXX’x expense, to periodically examine and/or audit the records kept required by Section 5.4 (“Examination”) during regular business hours, at Licensee’s or its Affiliates’ place of business, on at least [***] days advance notice, to verify any payment, securities or report relating to this Agreement and/or any Sublicense Agreement. For each Sublicensee, Licensee shall obtain comparable Examination rights for itself. If Licensee conducts an Examination of Sublicensee’s records, Licensee shall furnish to XXXX a copy of the findings from such Examination, subject to confidentiality obligations. No more than one Examination of Licensee or its Affiliates shall be conducted under this Section 5.5 in any Contract Year. If any amounts due XXXX have been underpaid as of the date of the Examination, then Licensee shall immediately pay XXXX the amount of such uncontested underpayment plus accrued interest due in accordance with Paragraph 9.1 will be open Section 5.3. If there is an uncontested overpayment for such periods, then XXXX shall provide to inspection by representatives Licensee a credit against future payments (such credit equal to the full amount of that overpayment), or, if Licensee is not obligated to make any future payments, then XXXX shall pay to Licensee the full amount of that overpayment. If the amount of any uncontested underpayment is equal to or agents of REGENTS at reasonable times to determine the completeness and accuracy of those payments and to assess the LICENSEE’s compliance with terms of this AGREEMENT. As necessary and reasonable, LICENSEE will make its personnel available to interpret documents, understand accounting methodologies employed, and to run reports from LICENSEE’s accounting and enterprise resource planning systems to permit REGENTS agents and representatives to verify the completeness and accuracy of LICENSEE’s payments due REGENTS. The agents or representatives of REGENTS may retain one copy of books and records supporting their findings until the matters identified during the course of the inspection are resolved. Notwithstanding any other provision of this AGREEMENT or any confidentiality agreement between LICENSEE and agents or representatives of REGENTS, such agents and representatives are permitted to disclose their findings regarding the completeness and accuracy of LICENSEE’s payments to REGENTS as well as the evidentiary bases therefore. REGENTS right to conduct an inspection will be preserved for one year following the later of the termination or expiration of this AGREEMENT. or the LICENSEE’s final report setting forth royalties due in connection with LICENSED PRODUCTS manufactured or in inventory at the expiration or termination of the AGREEMENT. The fees and expenses of representatives of REGENTS performing such an inspection will be borne by REGENTS. If, however, the payments made to REGENTS under this AGREEMENT by the LICENSEE are found after REGENTS initiate their inspection to be less greater than ninety-five [***] percent (95[***]%) of the total payments amount due to REGENTS under this AGREEMENT for any yearthe records so examined, LICENSEE will bear Licensee shall also reimburse XXXX the cost of the inspection. Should an overpayment by LICENSEE be discovered after REGENTS initiate their inspection, LICENSEE will be entitled to a credit equal to such excess payment, minus the expenses costs of such inspectionExamination and any collection actions taken. Such Examinations may, against the payment obligations next accruing under the AGREEMENTat XXXX’x sole discretion, provided such payments are due consist of a self-audit conducted by Licensee or its Affiliates at their respective expense and payablecertified in writing by an authorized officer of Licensee and/or its Affiliate.

Auditing. Books Each party will have the right, upon forty-five (45) days prior written notice and records kept in accordance with Paragraph 9.1 during normal business hours, through an independent third party representative (who will agree to be open bound by confidentiality provisions to inspection by representatives or agents of REGENTS at reasonable times to determine review and inspect the completeness and accuracy of those payments and to assess the LICENSEE’s compliance with terms of this AGREEMENT. As necessary and reasonable, LICENSEE will make its personnel available to interpret documents, understand accounting methodologies employed, and to run reports from LICENSEE’s accounting and enterprise resource planning systems to permit REGENTS agents and representatives to verify the completeness and accuracy of LICENSEE’s payments due REGENTS. The agents or representatives of REGENTS may retain one copy of other party's books and records supporting their findings until which relate to such other parties's operations under this Agreement including, but not limited to, records concerning Commercial Sales, Net Sales, Product Development Costs, sales presentations, and other costs. An inspection shall not occur more than once in any consecutive two calendar years. The party whose records are being inspected may designate competitively sensitive information which the matters identified during representative may not disclose to the other party, provided, however, that such designation shall not encompass the representative's conclusions. Such representative shall only report inaccuracies in amounts payable under this Agreement. With respect to inspection of STOCOSIL’s or designated Affiliate books and records, DAEWOONoong may request that an independent auditor familiar with STOCOSIL record keeping systems be present at the inspection to assist DAEWOONG auditor in using STOCOSIL’s internal record management system. Likewise, with respect to inspection of DAEWOONG books and records, STOCOSIL may request that an independent auditor familiar with DAEWOONG's record keeping systems be present at the inspection to assist STOCOSIL auditor in using DAEWOONG's internal record management system. Each party shall bear the costs and expenses of its representative for inspections conducted under this Section, unless a variation or error producing an underpayment in amounts payable exceeding 5% of the amount paid for any period covered by the inspection is established in the course of any such inspection, whereupon all costs relating to the inspection for such period and any unpaid or overpaid amounts that are resolveddiscovered will be paid or credited as appropriate by the party in whose favor the deviation occurred. Notwithstanding When a variation or error producing an underpayment in amounts payable exceeding 5% of the amount paid for any other provision of this AGREEMENT or any confidentiality agreement between LICENSEE and agents or representatives of REGENTSperiod covered by the inspection, such agents and representatives are permitted to disclose their findings regarding the completeness and accuracy of LICENSEE’s payments to REGENTS as well as the evidentiary bases therefore. REGENTS right to conduct an inspection underpayment will be preserved for one year following treated as late payment and will be handled according to the later of the termination or expiration of this AGREEMENTClause 9.6.8. or the LICENSEE’s final report setting forth royalties due in connection with LICENSED PRODUCTS manufactured or in inventory at This Section will survive the expiration or the termination of the AGREEMENT. The fees and expenses Agreement for a period of representatives of REGENTS performing such an inspection will be borne by REGENTS. If, however, the payments made to REGENTS under this AGREEMENT by the LICENSEE are found after REGENTS initiate their inspection to be less than ninety-five percent two (95%2) of the total payments due to REGENTS under this AGREEMENT for any year, LICENSEE will bear the cost of the inspection. Should an overpayment by LICENSEE be discovered after REGENTS initiate their inspection, LICENSEE will be entitled to a credit equal to such excess payment, minus the expenses of such inspection, against the payment obligations next accruing under the AGREEMENT, provided such payments are due and payableyears.

Auditing. Books and records kept in accordance with Paragraph 9.1 will be open to inspection by representatives or agents of REGENTS at reasonable times to determine the completeness and accuracy of those payments and to assess the LICENSEE’s compliance with terms of this AGREEMENT. As necessary and reasonable, LICENSEE will make its personnel available to interpret documents, understand accounting methodologies employed, and to run reports from LICENSEE’s accounting and enterprise resource planning systems to permit REGENTS agents and representatives to verify the completeness and accuracy of LICENSEE’s payments due REGENTS. The agents or representatives of REGENTS may retain one copy of books and records supporting their findings until the matters identified during the course of the inspection are resolved. Notwithstanding any other provision of this AGREEMENT or any confidentiality agreement between LICENSEE and agents or representatives of REGENTS, such agents and representatives are permitted to disclose their findings regarding the completeness and accuracy of LICENSEE’s payments to REGENTS as well as the evidentiary bases therefore. REGENTS right to conduct an inspection will be preserved for one year following the later of the termination or expiration of this AGREEMENT. or the LICENSEE’s final report setting forth royalties due in connection with LICENSED PRODUCTS manufactured or in inventory at the expiration or termination of the AGREEMENT. The fees and expenses of representatives of REGENTS performing such an inspection will be borne by REGENTS. If, however, the payments made to REGENTS under this AGREEMENT by the LICENSEE are found after REGENTS initiate their inspection to be less than ninety-five percent (95%) of the total payments due to REGENTS under this AGREEMENT for any year, LICENSEE will bear the cost of the inspection. Should an overpayment by LICENSEE be discovered after REGENTS initiate their inspection, LICENSEE will be entitled to a credit equal to such excess payment, minus the expenses of such inspection, against the payment obligations next accruing under the AGREEMENT, provided such payments are due and payable.. for reference only

Auditing. Books 6.01 Licensee and Affiliates shall keep and maintain complete, accurate, and detailed books and records kept in paper and electronic format with respect to all products (all such books and records collectively referred to as “Necessary Records”). Necessary Records include, but are not limited to, all books and records related to: (i) the organization chart showing the relationship of Licensee with all Affiliates; and (ii) all purchases, stocks, deliveries, Manufacture, and Sale of all products, as well as technical specifications of all products. Necessary Records pertaining to a particular royalty reporting period, including Necessary Records relating to the Manufacture, use, import, offer for Sale, Sale, or other disposition of any products prior to the Effective Date, shall be maintained for five (5) years from the date on which a royalty is paid or should have been paid, whichever is later. 6.02 Sisvel shall have the right to have audited the Necessary Records of Licensee and any past and present Affiliates to ascertain their compliance with their obligations under this Agreement, including, but not limited to the accuracy and completeness of the royalty statements and payments pursuant to Article 5, the organization chart of Licensee required under Section 2.02, and the representations and warranties made by Licensee in Article 3 above. Any such audit shall take place not more than once per calendar year unless any previous audit has revealed a shortfall as provided in Section 6.05 or unless Licensee and/or an Affiliate has failed to fully cooperate during a previous audit. It is understood that an audit under this Article 6 might include separate audits of past and present Affiliates and for purposes of this Section 6.02 such audits will count as a single audit. Sisvel will give Licensee written notice of such audit at least five (5) Days prior to the audit. All such audits shall be conducted during reasonable business hours. 6.03 Any audit under this Article 6 shall be conducted by an independent certified public accountant or equivalent (“Auditor”) selected by Sisvel. Licensee shall fully cooperate with the Auditor in conducting such audit and shall permit the Auditor to inspect and copy Licensee’s Necessary Records that the Auditor, in the Auditor’s discretion, deems appropriate and necessary to conduct such audit in accordance with Paragraph 9.1 international professional standards applicable to the Auditor. Licensee agrees that it will provide all Necessary Records to the Auditor regardless of whether such Necessary Records are subject to confidentiality obligations. It shall be open to inspection by representatives or agents of REGENTS at reasonable times to determine the completeness and accuracy of those payments and to assess the LICENSEE’s compliance with terms a material breach of this AGREEMENT. As necessary and reasonableAgreement for Licensee and/or an Affiliate to fail to cooperate with the Auditor and/or to fail to provide the Auditor all Necessary Records requested by the Auditor, LICENSEE will make its personnel available regardless of whether Licensee claims that such Necessary Records are subject to interpret documents, understand accounting methodologies employed, and to run reports from LICENSEE’s accounting and enterprise resource planning systems to permit REGENTS agents and representatives to verify the completeness and accuracy confidentiality obligations. 6.04 The cost of LICENSEE’s payments due REGENTS. The agents or representatives of REGENTS may retain one copy of books and records supporting their findings until the matters identified during the course of the inspection are resolved. Notwithstanding any other provision of audit under this AGREEMENT or any confidentiality agreement between LICENSEE and agents or representatives of REGENTS, such agents and representatives are permitted to disclose their findings regarding the completeness and accuracy of LICENSEE’s payments to REGENTS as well as the evidentiary bases therefore. REGENTS right to conduct an inspection will Article 6 shall be preserved for one year following the later of the termination or expiration of this AGREEMENT. or the LICENSEE’s final report setting forth royalties due in connection with LICENSED PRODUCTS manufactured or in inventory at the expiration or termination expense of the AGREEMENT. The fees and expenses of representatives of REGENTS performing such an inspection will be borne by REGENTS. IfSisvel; provided, however, that Licensee shall bear the payments made entire cost of the audit, without prejudice to REGENTS any other claim or remedy as Sisvel may have under this AGREEMENT Agreement or under applicable law, if: (i) the audit reveals a discrepancy that is greater than three percent (3%) of either the number of Licensed Products or the amount of royalties payable as declared by Licensee or Affiliates in any of the quarterly royalty statements during the period to which the audit refers; (ii) the audit identifies any Affiliate involved in the Manufacture, use, import, offer for Sale, Sale, or other disposition of Licensed Products and not listed in Exhibit 2 of this Agreement or included in the organization charts as required under Section 2.02; (iii) Licensee has failed to submit any royalty statements by their due date, as per Article 5 above, in respect of the period to which the audit relates; and/or (iv) Licensee or any Affiliate refuse or obstruct the audit, or the Auditor reports that Licensee or any Affiliates have refused or obstructed the audit, such as, for example, by refusing to supply all Necessary Records requested by the LICENSEE Auditor. 6.05 In the event that the audit reveals a discrepancy or error in either the number of Licensed Products or the amount of royalties payable as declared by Licensee in the royalty statements provided for in Article 5 of this Agreement, Licensee will pay royalties based on the Standard Rates for all Licensed Products which are found after REGENTS initiate their inspection to be less than ninety-five the subject of such discrepancy or error plus a fixed interest amount of one and one quarter percent (951.25%) on the total amount of such discrepancy or error. In addition, in the event that the audit establishes that there is a discrepancy or error exceeding three percent (3%) of the total payments number of Licensed Products declared in any of the quarterly royalty statements during the period to which the audit refers, Licensee agrees to pay an additional amount of twenty‐five Euro cents (0.25 €) per Licensed Product exceeding the number of Licensed Products included in any such quarterly royalty statement in addition to the royalties and interest due to REGENTS under this AGREEMENT Agreement to partially reimburse Sisvel for the administrative and legal costs which Licensee understands occur in monitoring and enforcing license agreements for non‐compliance. In the event that evidence from a source other than the auditor, including a revised royalty statement sent by Licensee after receiving notice of an audit or a royalty statement or other document from a supplier or customer of Licensee or an Affiliate, reveals a discrepancy or error in the number of Licensed Products declared by Licensee in the royalty statements provided for in Article 5 of this Agreement, Licensee will pay the royalty and interest due under this Agreement for such Licensed Products exceeding the number of Licensed Products included in the original royalty statement and paid for by Licensee. In addition, if such evidence establishes that there is a discrepancy or error exceeding three percent (3%) of the number of Licensed Products declared by Licensee in any yearquarterly royalty statement to have been purchased from or Sold to any one entity, LICENSEE will bear Licensee agrees to pay an additional amount of twenty‐five Euro cents (0.25 €) per Licensed Product exceeding the number of Licensed Products included in any such quarterly royalty statement in addition to the royalties and interest due under this Agreement to partially reimburse Sisvel for the administrative and legal costs which Licensee understands occur in monitoring and enforcing license agreements for non‐compliance. 6.06 Within fifteen (15) Days after receiving notice from Sisvel of any shortfalls revealed by an audit, or by a source other than an audit, Licensee shall pay the royalties due for the amount of the shortfall plus: (i) interest as set forth in Section 5.10; (ii) the cost of the inspection. Should an overpayment by LICENSEE be discovered after REGENTS initiate their inspection, LICENSEE will be entitled to a credit equal to such excess payment, minus the expenses audit if applicable as per Section 6.04 of such inspection, against the payment obligations next accruing under the AGREEMENT, provided such payments are due this Agreement; and payable(iii) any additional amounts if applicable as per Section 6.05 of this Agreement.

Auditing. Books Gatherer, on reasonable prior notice to Operator, at Gatherer’s sole cost and records kept in accordance with Paragraph 9.1 will be open to inspection by representatives or agents of REGENTS expense, shall have the right, at reasonable times during business hours, to determine audit the completeness books and accuracy records of those payments Operator and its Affiliates to assess the LICENSEE’s compliance with terms of this AGREEMENT. As extent necessary and reasonable, LICENSEE will make its personnel available to interpret documents, understand accounting methodologies employed, and to run reports from LICENSEE’s accounting and enterprise resource planning systems to permit REGENTS agents and representatives to verify the completeness and accuracy of LICENSEE’s payments due REGENTSany Reimbursement Schedule, statement, allocation, measurement, computation, charge, or payment made under or pursuant to this Agreement. The agents scope of any audit shall be limited to the twenty-four (24) month period immediately prior to the month in which the audit is requested. However, no audit may include any time period for which a prior audit hereunder was conducted, and no audit may occur more frequently than once annually. All Reimbursement Schedules, statements, allocations, measurements, computations, charges, or representatives payments made in any period prior to the twenty-four (24) month period immediately prior to the month in which the audit is requested, or made in any twenty-four (24) month period for which the audit is requested but for which a written claim for adjustments is not made within ninety (90) days after the audit is requested, shall be conclusively deemed true and correct and shall be final for all purposes. To the extent that the foregoing varies from any applicable statute of REGENTS limitations, the Parties expressly waive all such other applicable statutes of limitations. Notwithstanding the foregoing, (a) if GMX is required to materially correct or restate its audited financial statements that are filed with the Securities and Exchange Commission, any other Governmental Entity, or any party to any of its credit agreements, then Gatherer, to the extent it provides Operator written notice within twenty-four (24) months following such material restatement, may retain one copy of audit the relevant books and records supporting their findings until of Operator and its Affiliates for the matters identified during period covered by the course restated financial statements and all subsequent periods up to and including the date of Gatherer’s written notice, and (b) if any officer of GMX is convicted of or admits having committed fraud, then Gatherer shall have the right to carry out an audit of the inspection are resolved. Notwithstanding relevant books and records of Operator and its Affiliates without regard to any other provision of time limits set forth in this AGREEMENT or any confidentiality agreement between LICENSEE and agents or representatives of REGENTS, such agents and representatives are permitted to disclose their findings regarding the completeness and accuracy of LICENSEE’s payments to REGENTS as well as the evidentiary bases therefore. REGENTS right to conduct an inspection will be preserved for one year following the later of the termination or expiration of this AGREEMENT. or the LICENSEE’s final report setting forth royalties due in connection with LICENSED PRODUCTS manufactured or in inventory at the expiration or termination of the AGREEMENT. The fees and expenses of representatives of REGENTS performing such an inspection will be borne by REGENTS. If, however, the payments made to REGENTS under this AGREEMENT by the LICENSEE are found after REGENTS initiate their inspection to be less than ninety-five percent (95%) of the total payments due to REGENTS under this AGREEMENT for any year, LICENSEE will bear the cost of the inspection. Should an overpayment by LICENSEE be discovered after REGENTS initiate their inspection, LICENSEE will be entitled to a credit equal to such excess payment, minus the expenses of such inspection, against the payment obligations next accruing under the AGREEMENT, provided such payments are due and payableSection 7.3.

Auditing. Books and records kept in accordance with Paragraph 9.1 will be open to inspection by representatives or agents of REGENTS at reasonable times to determine the completeness and accuracy of those payments and to assess the LICENSEE’s compliance with terms of this AGREEMENT. As necessary and reasonable, LICENSEE will make its personnel available to interpret documents, understand accounting methodologies employed, and to run reports from LICENSEE’s accounting and enterprise resource planning systems to permit REGENTS agents and representatives to verify the completeness and accuracy of LICENSEE’s payments due REGENTS. The agents or representatives of REGENTS may retain one copy of books and records supporting their findings until the matters identified during the course of the inspection are resolved. Notwithstanding any other provision of this AGREEMENT or any confidentiality agreement between LICENSEE and agents or representatives of REGENTS, such agents and representatives are permitted to disclose their findings regarding the completeness and accuracy of LICENSEE’s payments to REGENTS as well as the evidentiary bases basis therefore. REGENTS right to conduct an inspection will be preserved for one year following the later of the termination or expiration of this AGREEMENT. AGREEMENT or the LICENSEE’s final report setting forth royalties due in connection with LICENSED PRODUCTS manufactured or in inventory at the expiration or termination of the AGREEMENT. The fees and expenses of representatives of REGENTS performing such an inspection will be borne by REGENTS. If, however, the payments made to REGENTS under this AGREEMENT by the LICENSEE are found after REGENTS initiate their inspection to be less than ninety-five percent (95%) of the total payments due to REGENTS under this AGREEMENT for any year, LICENSEE will bear the cost of the inspection. Should an overpayment by LICENSEE be discovered after REGENTS initiate their inspection, LICENSEE will be entitled to a credit equal to such excess payment, minus the expenses of such inspection, against the payment obligations next accruing under the AGREEMENT, provided such payments are due and payable.. for reference only

Auditing. Books 6.01 Licensee and Affiliates shall keep and maintain complete, accurate, and detailed books and records kept in paper and electronic format with respect to all products (all such books and records collectively referred to as “Necessary Records”). Necessary Records include, but are not limited to, all books and records related to: (i) the organization chart showing the relationship of Licensee with all Affiliates; and (ii) all purchases, stocks, deliveries, Manufacture, and Sale of all products, as well as technical specifications of all products. Necessary Records pertaining to a particular royalty reporting period, including Necessary Records relating to the Manufacture, use, import, offer for Sale, Sale, or other disposition of any products prior to the Effective Date, shall be maintained for five (5) years from the date on which a royalty is paid or should have been paid, whichever is later. 6.02 Sisvel shall have the right to have audited the Necessary Records of Licensee and any past and present Affiliates to ascertain their compliance with their obligations under this Agreement, including, but not limited to the accuracy and completeness of the royalty statements and payments pursuant to Article 5, the organization chart of Licensee required under Section 2.02, and the representations and warranties made by Licensee in Article 3 above. Any such audit shall take place not more than once per calendar year unless any previous audit has revealed a shortfall as provided in Section 6.05 or unless Licensee and/or an Affiliate has failed to fully cooperate during a previous audit. It is understood that an audit under this Article 6 might include separate audits of past and present Affiliates and for purposes of this Section 6.02 such audits will count as a single audit. Sisvel will give Licensee written notice of such audit at least five (5) Days prior to the audit. All such audits shall be conducted during reasonable business hours. 6.03 Any audit under this Article 6 shall be conducted by an independent certified public accountant or equivalent (“Auditor”) selected by Sisvel. Licensee shall fully cooperate with the Auditor in conducting such audit and shall permit the Auditor to inspect and copy Licensee’s Necessary Records that the Auditor, in the Auditor’s discretion, deems appropriate and necessary to conduct such audit in accordance with Paragraph 9.1 international professional standards applicable to the Auditor. Licensee agrees that it will provide all Necessary Records to the Auditor regardless of whether such Necessary Records are subject to confidentiality obligations. It shall be open to inspection by representatives or agents of REGENTS at reasonable times to determine the completeness and accuracy of those payments and to assess the LICENSEE’s compliance with terms a material breach of this AGREEMENT. As necessary and reasonableAgreement for Licensee and/or an Affiliate to fail to cooperate with the Auditor and/or to fail to provide the Auditor all Necessary Records requested by the Auditor, LICENSEE will make its personnel available regardless of whether Licensee claims that such Necessary Records are subject to interpret documents, understand accounting methodologies employed, and to run reports from LICENSEE’s accounting and enterprise resource planning systems to permit REGENTS agents and representatives to verify the completeness and accuracy confidentiality obligations. 6.04 The cost of LICENSEE’s payments due REGENTS. The agents or representatives of REGENTS may retain one copy of books and records supporting their findings until the matters identified during the course of the inspection are resolved. Notwithstanding any other provision of audit under this AGREEMENT or any confidentiality agreement between LICENSEE and agents or representatives of REGENTS, such agents and representatives are permitted to disclose their findings regarding the completeness and accuracy of LICENSEE’s payments to REGENTS as well as the evidentiary bases therefore. REGENTS right to conduct an inspection will Article 6 shall be preserved for one year following the later of the termination or expiration of this AGREEMENT. or the LICENSEE’s final report setting forth royalties due in connection with LICENSED PRODUCTS manufactured or in inventory at the expiration or termination expense of the AGREEMENT. The fees and expenses of representatives of REGENTS performing such an inspection will be borne by REGENTS. IfSisvel; provided, however, that Licensee shall bear the payments made entire cost of the audit, without prejudice to REGENTS any other claim or remedy as Sisvel may have under this AGREEMENT by Agreement or under applicable law, if: (i) the LICENSEE are found after REGENTS initiate their inspection to be less audit reveals a discrepancy that is greater than ninety-five three percent (953%) of the total payments number of Licensed Products declared by Licensee or Affiliates in any of the quarterly royalty statements during the period to which the audit refers; (ii) the audit identifies any Affiliate involved in the Manufacture, use, import, offer for Sale, Sale, or other disposition of Licensed Products and not listed in Exhibit 3 of this Agreement or included in the organization charts as required under Section 2.02; (iii) Licensee has failed to submit any royalty statements by their due date, as per Article 5 above, in respect of the period to REGENTS which the audit relates; and/or (iv) Licensee or any Affiliate refuse or obstruct the audit, or the Auditor reports that Licensee or any Affiliates have refused or obstructed the audit, such as, for example, by refusing to supply all Necessary Records requested by the Auditor. 6.05 In the event that the audit, or evidence from a source other than the Auditor including a revised royalty statement sent by Licensee after receiving notice of an audit or a royalty statement or other document from a supplier or customer of Licensee or an Affiliate, reveals a discrepancy or error in the number of Licensed Products declared by Licensee in the royalty statements provided for in Article 5 of this Agreement, Licensee will pay the Standard Rate royalty and interest due under this AGREEMENT Agreement pursuant to Sections 4.02 and 5.10 of this Agreement, respectively. 6.06 Within fifteen (15) Days after receiving notice from Sisvel of any shortfalls revealed by an audit, or by a source other than an audit, Licensee shall pay the royalties due for any year, LICENSEE will bear the amount of the shortfall plus: (i) interest as set forth in Section 5.10; (ii) the cost of the inspection. Should an overpayment by LICENSEE be discovered after REGENTS initiate their inspection, LICENSEE will be entitled to a credit equal to such excess payment, minus the expenses audit if applicable as per Section 6.04 of such inspection, against the payment obligations next accruing under the AGREEMENT, provided such payments are due this Agreement; and payable(iii) any additional amounts if applicable as per Section 6.05 of this Agreement.

Auditing. Books 6.01 Licensee and Affiliates shall keep and maintain complete, accurate, and detailed books and records kept in paper and electronic format with respect to all products (all such books and records collectively referred to as “Necessary Records”). Necessary Records include, but are not limited to, all books and records related to: (i) the organization chart showing the relationship of Licensee with all Affiliates; and (ii) all purchases, stocks, deliveries, Manufacture, and Sale of all products, as well as technical specifications of all products. Necessary Records pertaining to a particular royalty reporting period, including Necessary Records relating to the Manufacture, use, import, offer for Sale, Sale, or other disposition of any products prior to the Effective Date, shall be maintained for five (5) years from the date on which a royalty is paid or should have been paid, whichever is later. 6.02 Sisvel shall have the right to have audited the Necessary Records of Licensee and any past and present Affiliates to ascertain their compliance with their obligations under this Agreement, including, but not limited to the accuracy and completeness of the royalty statements and payments pursuant to Article 5, the organization chart of Licensee required under Section 2.02, and the representations and warranties made by Licensee in Article 3 above. Any such audit shall take place not more than once per calendar year unless any previous audit has revealed a shortfall as provided in Section 6.05 or unless Licensee and/or an Affiliate has failed to fully cooperate during a previous audit. It is understood that an audit under this Article 6 might include separate audits of past and present Affiliates and for purposes of this Section 6.02 such audits will count as a single audit. Sisvel will give Licensee written notice of such audit at least five (5) Days prior to the audit. All such audits shall be conducted during reasonable business hours. 6.03 Any audit under this Article 6 shall be conducted by an independent certified public accountant or equivalent (“Auditor”) selected by Sisvel. Licensee shall fully cooperate with the Auditor in conducting such audit and shall permit the Auditor to inspect and copy Licensee’s Necessary Records that the Auditor, in the Auditor’s discretion, deems appropriate and necessary to conduct such audit in accordance with Paragraph 9.1 international professional standards applicable to the Auditor. Licensee agrees that it will provide all Necessary Records to the Auditor regardless of whether such Necessary Records are subject to confidentiality obligations. It shall be open to inspection by representatives or agents of REGENTS at reasonable times to determine the completeness and accuracy of those payments and to assess the LICENSEE’s compliance with terms a material breach of this AGREEMENT. As necessary and reasonableAgreement for Licensee and/or an Affiliate to fail to cooperate with the Auditor and/or to fail to provide the Auditor all Necessary Records requested by the Auditor, LICENSEE will make its personnel available regardless of whether Licensee claims that such Necessary Records are subject to interpret documents, understand accounting methodologies employed, and to run reports from LICENSEE’s accounting and enterprise resource planning systems to permit REGENTS agents and representatives to verify the completeness and accuracy confidentiality obligations. 6.04 The cost of LICENSEE’s payments due REGENTS. The agents or representatives of REGENTS may retain one copy of books and records supporting their findings until the matters identified during the course of the inspection are resolved. Notwithstanding any other provision of audit under this AGREEMENT or any confidentiality agreement between LICENSEE and agents or representatives of REGENTS, such agents and representatives are permitted to disclose their findings regarding the completeness and accuracy of LICENSEE’s payments to REGENTS as well as the evidentiary bases therefore. REGENTS right to conduct an inspection will Article 6 shall be preserved for one year following the later of the termination or expiration of this AGREEMENT. or the LICENSEE’s final report setting forth royalties due in connection with LICENSED PRODUCTS manufactured or in inventory at the expiration or termination expense of the AGREEMENT. The fees and expenses of representatives of REGENTS performing such an inspection will be borne by REGENTS. IfSisvel; provided, however, that Licensee shall bear the payments made entire cost of the audit, without prejudice to REGENTS any other claim or remedy as Sisvel may have under this AGREEMENT Agreement or under applicable law, if: (i) the audit reveals a discrepancy that is greater than three percent (3%) of either the number of Licensed Products or the amount of royalties payable as declared by Licensee or Affiliates in any of the quarterly royalty statements during the period to which the audit refers; (ii) the audit identifies any Affiliate involved in the Manufacture, use, import, offer for Sale, Sale, or other disposition of Licensed Products and not listed in Exhibit 2 of this Agreement or included in the organization charts as required under Section 2.02; (iii) Licensee has failed to submit any royalty statements by their due date, as per Article 5 above, in respect of the period to which the audit relates; and/or (iv) Licensee or any Affiliate refuse or obstruct the audit, or the Auditor reports that Licensee or any Affiliates have refused or obstructed the audit, such as, for example, by refusing to supply all Necessary Records requested by the LICENSEE Auditor. 6.05 In the event that the audit reveals a discrepancy or error in either the number of Licensed Products or the amount of royalties payable as declared by Licensee in the royalty statements provided for in Article 5 of this Agreement, Licensee will pay royalties based on the Standard Rates for all Licensed Products which are found after REGENTS initiate their inspection to be less than ninety-five the subject of such discrepancy or error plus a fixed interest amount of one and one quarter percent (951.25%) on the total amount of such discrepancy or error. In addition, in the event that the audit establishes that there is a discrepancy or error exceeding three percent (3%) of the total payments number of Licensed Products declared in any of the quarterly royalty statements during the period to which the audit refers, Licensee agrees to pay an additional amount of twenty- five Euro cents (0.25 €) per Licensed Product exceeding the number of Licensed Products included in any such quarterly royalty statement in addition to the royalties and interest due to REGENTS under this AGREEMENT Agreement to partially reimburse Sisvel for the administrative and legal costs which Licensee understands occur in monitoring and enforcing license agreements for non-compliance. In the event that evidence from a source other than the auditor, including a revised royalty statement sent by Licensee after receiving notice of an audit or a royalty statement or other document from a supplier or customer of Licensee or an Affiliate, reveals a discrepancy or error in the number of Licensed Products declared by Licensee in the royalty statements provided for in Article 5 of this Agreement, Licensee will pay the royalty and interest due under this Agreement for such Licensed Products exceeding the number of Licensed Products included in the original royalty statement and paid for by Licensee. In addition, if such evidence establishes that there is a discrepancy or error exceeding three percent (3%) of the number of Licensed Products declared by Licensee in any yearquarterly royalty statement to have been purchased from or Sold to any one entity, LICENSEE will bear Licensee agrees to pay an additional amount of twenty-five Euro cents (0.25 €) per Licensed Product exceeding the number of Licensed Products included in any such quarterly royalty statement in addition to the royalties and interest due under this Agreement to partially reimburse Sisvel for the administrative and legal costs which Licensee understands occur in monitoring and enforcing license agreements for non- compliance. 6.06 Within fifteen (15) Days after receiving notice from Sisvel of any shortfalls revealed by an audit, or by a source other than an audit, Licensee shall pay the royalties due for the amount of the shortfall plus: (i) interest as set forth in Section 5.10; (ii) the cost of the inspection. Should an overpayment by LICENSEE be discovered after REGENTS initiate their inspection, LICENSEE will be entitled to a credit equal to such excess payment, minus the expenses audit if applicable as per Section 6.04 of such inspection, against the payment obligations next accruing under the AGREEMENT, provided such payments are due this Agreement; and payable(iii) any additional amounts if applicable as per Section 6.05 of this Agreement.

Auditing. Books and records kept in accordance with Paragraph 9.1 8.1 will be open to inspection by representatives or agents of REGENTS at reasonable times to determine the completeness and accuracy of those payments and to assess the LICENSEE’s compliance with terms of this AGREEMENT. As necessary and reasonable, LICENSEE will make its personnel available to interpret documents, understand accounting methodologies employed, and to run reports from LICENSEE’s accounting and enterprise resource planning systems to permit REGENTS agents and representatives to verify the completeness and accuracy of LICENSEE’s payments due REGENTS. The agents or representatives of REGENTS may retain one copy of books and records supporting their findings until the matters identified during the course of the inspection are resolved. Notwithstanding any other provision of this AGREEMENT or any confidentiality agreement between LICENSEE and agents or representatives of REGENTS, such agents and representatives are permitted to disclose their findings regarding the completeness and accuracy of LICENSEE’s payments to REGENTS as well as the evidentiary bases basis therefore. REGENTS right to conduct an inspection will be preserved for one year following the later of the termination or expiration of this AGREEMENT. AGREEMENT or the LICENSEE’s final report setting forth royalties due in connection with LICENSED PRODUCTS manufactured or in inventory at the expiration or termination of the AGREEMENT. The fees and expenses of representatives of REGENTS performing such an inspection will be borne by REGENTS. If, however, the payments made to REGENTS under this AGREEMENT by the LICENSEE are found after REGENTS initiate their inspection to be less than ninety-five percent (95%) of the total payments due to REGENTS under this AGREEMENT for any year, LICENSEE will bear the cost of the inspection. Should an overpayment by LICENSEE be discovered after REGENTS initiate their inspection, LICENSEE will be entitled to a credit equal to such excess payment, minus the expenses of such inspection, against the payment obligations next accruing under the AGREEMENT, provided such payments are due and payable.

Auditing. Books 8.1 The Licensee shall keep and records kept in accordance with Paragraph 9.1 will be open to make available for inspection by representatives or agents of REGENTS at upon reasonable times to determine the completeness notice (and accuracy of those payments shall procure that each relevant party keeps and to assess the LICENSEE’s compliance with terms makes available for inspection upon reasonable notice), both during and for twelve months after termination of this AGREEMENT. As necessary and reasonableAgreement, LICENSEE will make its personnel available to interpret documentsproper, understand accounting methodologies employed, and to run reports from LICENSEE’s accounting and enterprise resource planning systems to permit REGENTS agents and representatives to verify the completeness and accuracy of LICENSEE’s payments due REGENTS. The agents or representatives of REGENTS may retain one copy of detailed books and records relating to (a) use of all Musical Works and (b) any income or other consideration received by or on behalf of the Licensee in consideration for the provision Licensed Services, together with any supporting documentation relating thereto covering the period up to six years prior to the date of notification of audit. Where any agreement between the Licensee and the Licensors replaces this Agreement or licenses substantially the same activities (the "Replacement Agreement"), the twelve month time-limit referred to above shall begin following termination or expiry of the Replacement Agreement. 8.2 For the purposes of this clause 8, the Licensee shall allow upon reasonable notice (and shall procure that each relevant party shall allow) access to its premises to inspect relevant accounting records, but not more than once per annum. The duly authorised representatives (who shall be external qualified accountants or auditors unless otherwise agreed between the parties) of the Licensors shall have such access to the Licensee’s premises and shall be entitled to inspect, make extracts and take copies of any of the information and/or documentation available and to carry out such work as is, in their findings until reasonable opinion, considered necessary to verify compliance with this Agreement. 8.3 The Licensors shall not (and shall procure that their representatives shall not), without the matters identified during Licensee’s written consent, disclose to any third party any confidential information of the Licensee (so long as it remains confidential) received in the course of the inspection are resolved. Notwithstanding any other provision of this AGREEMENT or any confidentiality agreement between LICENSEE and agents or representatives of REGENTS, such agents and representatives are permitted to disclose their findings regarding the completeness and accuracy of LICENSEE’s payments to REGENTS as well as the evidentiary bases therefore. REGENTS right to conduct an inspection will be preserved for one year following the later of the termination or expiration of this AGREEMENT. or the LICENSEE’s final report setting forth royalties due in connection with LICENSED PRODUCTS manufactured or in inventory at the expiration or termination of the AGREEMENT. The fees and expenses of representatives of REGENTS performing such an inspection will be borne by REGENTS. If, however, the payments made to REGENTS audit carried out under this AGREEMENT by clause 8, save that such confidential information may be disclosed to the LICENSEE Licensors’ directors, board sub-committee members officers, employees and professional advisors (solely where such persons are found after REGENTS initiate their inspection under a duty of confidentiality in relation to information so received and the Licensors shall be less than ninety-five percent (95%) liable to the Licensee in respect of the total payments due to REGENTS under this AGREEMENT for any year, LICENSEE will bear the cost of the inspection. Should an overpayment by LICENSEE be discovered after REGENTS initiate their inspection, LICENSEE will be entitled to a credit equal to such excess payment, minus the expenses breach of such inspectionconfidentiality obligation) solely for purposes connected with this Agreement. 8.4 For the avoidance of doubt, against the payment obligations next accruing under the AGREEMENTbooks, provided such payments are due records and payableaccounting records as referred to in clauses 8.1 and 8.2 above shall include data, information and records held on computers.

Auditing. Books and OSIF or its representxxxxes, through an independent certified public accountant reasonably acceptable to Licensee, shall be permitted, at OSIF’s expense, to pexxxxxxally examine and/or audit the records kept required by Section 5.4 (“Examination”) during regular business hours, at Licensee’s or its Affiliates’ place of business, on at least [***] days advance notice, to verify any payment, securities or report relating to this Agreement and/or any Sublicense Agreement. For each Sublicensee, Licensee shall obtain comparable Examination rights for itself. If Licensee conducts an Examination of Sublicensee’s records, Licensee shall furnish to OSIF a copy of the fixxxxgs from such Examination, subject to confidentiality obligations. No more than one Examination of Licensee or its Affiliates shall be conducted under this Section 5.5 in any Contract Year. If any amounts due OSIF have been underpxxx as of the date of the Examination, then Licensee shall immediately pay OSIF the amount of suxx xncontested underpayment plus accrued interest due in accordance with Paragraph 9.1 will be open Section 5.3. If there is an uncontested overpayment for such periods, then OSIF shall provide to inspection by representatives Xxxensee a credit against future payments (such credit equal to the full amount of that overpayment), or, if Licensee is not obligated to make any future payments, then OSIF shall pay to Licxxxxe the full amount of that overpayment. If the amount of any uncontested underpayment is equal to or agents of REGENTS at reasonable times to determine the completeness and accuracy of those payments and to assess the LICENSEE’s compliance with terms of this AGREEMENT. As necessary and reasonable, LICENSEE will make its personnel available to interpret documents, understand accounting methodologies employed, and to run reports from LICENSEE’s accounting and enterprise resource planning systems to permit REGENTS agents and representatives to verify the completeness and accuracy of LICENSEE’s payments due REGENTS. The agents or representatives of REGENTS may retain one copy of books and records supporting their findings until the matters identified during the course of the inspection are resolved. Notwithstanding any other provision of this AGREEMENT or any confidentiality agreement between LICENSEE and agents or representatives of REGENTS, such agents and representatives are permitted to disclose their findings regarding the completeness and accuracy of LICENSEE’s payments to REGENTS as well as the evidentiary bases therefore. REGENTS right to conduct an inspection will be preserved for one year following the later of the termination or expiration of this AGREEMENT. or the LICENSEE’s final report setting forth royalties due in connection with LICENSED PRODUCTS manufactured or in inventory at the expiration or termination of the AGREEMENT. The fees and expenses of representatives of REGENTS performing such an inspection will be borne by REGENTS. If, however, the payments made to REGENTS under this AGREEMENT by the LICENSEE are found after REGENTS initiate their inspection to be less greater than ninety-five [***] percent (95[***]%) of the total payments amount due to REGENTS under this AGREEMENT for the records so examined, Licensee shall also reimburse OSIF the costs of sucx Xxamination and any yearcollection actions taken. Such Examinations may, LICENSEE will bear the cost at OSIF’s sole discretiox, xxxsist of the inspection. Should a self-audit conducted by Licensee or its Affiliates at their respective expense and certified in writing by an overpayment by LICENSEE be discovered after REGENTS initiate their inspection, LICENSEE will be entitled to a credit equal to such excess payment, minus the expenses authorized officer of such inspection, against the payment obligations next accruing under the AGREEMENT, provided such payments are due and payableLicensee and/or its Affiliate.

Auditing. Books 6.01 Licensee and Affiliates shall keep and maintain complete, accurate, and detailed books and records kept in paper and electronic format with respect to all products (all such books and records collectively referred to as “Necessary Records”). Necessary Records include, but are not limited to, all books and records related to: (i) the organization chart showing the relationship of Licensee with all Affiliates; and (ii) all purchases, stocks, deliveries, Manufacture, and Sale of all products, as well as technical specifications of all products. Necessary Records pertaining to a particular royalty reporting period, including Necessary Records relating to the Manufacture, use, import, offer for Sale, Sale, or other disposition of any products prior to the Effective Date, shall be maintained for five (5) years from the date on which a royalty is paid or should have been paid, whichever is later. 6.02 Sisvel shall have the right to have audited the Necessary Records of Licensee and any past and present Affiliates to ascertain their compliance with their obligations under this Agreement, including, but not limited to the accuracy and completeness of the royalty statements and payments pursuant to ARTICLE 5, the organization chart of Licensee required under Section 2.03 and the representations and warranties made by Licensee in ARTICLE 3 above. Any such audit shall take place not more than once per calendar year unless any previous audit has revealed a shortfall as provided in Section 6.05 or unless Licensee and/or an Affiliate has failed to fully cooperate during a previous audit. It is understood that an audit under this ARTICLE 6 might include separate audits of past and present Affiliates and for purposes of this Section 6.02 such audits will count as a single audit. Sisvel will give Licensee written notice of such audit at least five (5) Days prior to the audit. All such audits shall be conducted during reasonable business hours. 6.03 Any audit under this ARTICLE 6 shall be conducted by an independent certified public accountant or equivalent (“Auditor”) selected by Sisvel. Licensee shall fully cooperate with the Auditor in conducting such audit and shall permit the Auditor to inspect and copy Licensee’s Necessary Records that the Auditor, in the Auditor’s discretion, deems appropriate and necessary to conduct such audit in accordance with Paragraph 9.1 international professional standards applicable to the Auditor. Licensee agrees that it will provide all Necessary Records to the Auditor regardless of whether such Necessary Records are subject to confidentiality obligations. It shall be open to inspection by representatives or agents of REGENTS at reasonable times to determine the completeness and accuracy of those payments and to assess the LICENSEE’s compliance with terms a material breach of this AGREEMENT. As necessary and reasonableAgreement for Licensee and/or an Affiliate to fail to cooperate with the Auditor and/or to fail to provide the Auditor all Necessary Records requested by the Auditor, LICENSEE will make its personnel available regardless of whether Licensee claims that such Necessary Records are subject to interpret documents, understand accounting methodologies employed, and to run reports from LICENSEE’s accounting and enterprise resource planning systems to permit REGENTS agents and representatives to verify the completeness and accuracy confidentiality obligations. 6.04 The cost of LICENSEE’s payments due REGENTS. The agents or representatives of REGENTS may retain one copy of books and records supporting their findings until the matters identified during the course of the inspection are resolved. Notwithstanding any other provision of audit under this AGREEMENT or any confidentiality agreement between LICENSEE and agents or representatives of REGENTS, such agents and representatives are permitted to disclose their findings regarding the completeness and accuracy of LICENSEE’s payments to REGENTS as well as the evidentiary bases therefore. REGENTS right to conduct an inspection will ARTICLE 6 shall be preserved for one year following the later of the termination or expiration of this AGREEMENT. or the LICENSEE’s final report setting forth royalties due in connection with LICENSED PRODUCTS manufactured or in inventory at the expiration or termination expense of the AGREEMENT. The fees and expenses of representatives of REGENTS performing such an inspection will be borne by REGENTS. IfSisvel; provided, however, that Licensee shall bear the payments made entire cost of the audit, without prejudice to REGENTS any other claim or remedy as Sisvel may have under this AGREEMENT by Agreement or under applicable law, if: (i) the LICENSEE are found after REGENTS initiate their inspection to be less audit reveals a discrepancy that is greater than ninety-five three percent (953%) of the total payments number of Licensed Products declared by Licensee or Affiliates in any of the quarterly royalty statements during the period to which the audit refers; (ii) the audit identifies any Affiliate involved in the Manufacture, use, import, offer for Sale, Sale, or other disposition of Licensed Products and not listed in Exhibit 3 of this Agreement or included in the organization charts as required under Section 2.03; (iii) Licensee has failed to submit any royalty statements by their due date, as per ARTICLE 5 above, in respect of the period to REGENTS which the audit relates; and/or (iv) Licensee or any Affiliate refuse or obstruct the audit, or the Auditor reports that Licensee or any Affiliates have refused or obstructed the audit, such as, for example, by refusing to supply all Necessary Records requested by the Auditor. 6.05 In the event that the audit, or evidence from a source other than the Auditor including a revised royalty statement sent by Licensee after receiving notice of an audit or a royalty statement or other document from a supplier or customer of Licensee or an Affiliate, reveals a discrepancy or error in the number of Licensed Products declared by Licensee in the royalty statements provided for in ARTICLE 5 of this Agreement, Licensee will pay the Standard Rate royalty and interest due under this AGREEMENT Agreement pursuant to Sections 4.02 and 5.10 of this Agreement, respectively. 6.06 Within fifteen (15) Days after receiving notice from Sisvel of any shortfalls revealed by an audit, or by a source other than an audit, Licensee shall pay the royalties due for any year, LICENSEE will bear the amount of the shortfall plus: (i) interest as set forth in Section 5.10; (ii) the cost of the inspection. Should an overpayment by LICENSEE be discovered after REGENTS initiate their inspection, LICENSEE will be entitled to a credit equal to such excess payment, minus the expenses of such inspection, against the payment obligations next accruing under the AGREEMENT, provided such payments are due and payable.audit if applicable as per

Auditing. Books 6.01 Licensee and Affiliates shall keep and maintain complete, accurate, and detailed books and records kept in paper and electronic format with respect to all products (all such books and records collectively referred to as “Necessary Records”). Necessary Records include, but are not limited to, all books and records related to: (i) the organization chart showing the relationship of Licensee with all Affiliates; and (ii) all purchases, stocks, deliveries, Manufacture, and Sale of all products, as well as technical specifications of all products. Necessary Records pertaining to a particular royalty reporting period, including Necessary Records relating to the Manufacture, use, import, offer for Sale, Sale, or other disposition of any products prior to the Effective Date, shall be maintained for five (5) years from the date on which a royalty is paid or should have been paid, whichever is later. 6.02 Sisvel shall have the right to have audited the Necessary Records of Licensee and any past and present Affiliates to ascertain their compliance with their obligations under this Agreement, including, but not limited to the accuracy and completeness of the royalty statements and payments pursuant to Article 5, the organization chart of Licensee required under Section 2.02, and the representations and warranties made by Licensee in Article 3 above. Any such audit shall take place not more than once per calendar year unless any previous audit has revealed a shortfall as provided in Section 6.05 or unless Licensee and/or an Affiliate has failed to fully cooperate during a previous audit. It is understood that an audit under this Article 6 might include separate audits of past and present Affiliates and for purposes of this Section 6.02 such audits will count as a single audit. Sisvel will give Licensee written notice of such audit at least five (5) Days prior to the audit. All such audits shall be conducted during reasonable business hours. 6.03 Any audit under this Article 6 shall be conducted by an independent certified public accountant or equivalent (“Auditor”) selected by Sisvel. Licensee shall fully cooperate with the Auditor in conducting such audit and shall permit the Auditor to inspect and copy Licensee’s Necessary Records that the Auditor, in the Auditor’s discretion, deems appropriate and necessary to conduct such audit in accordance with Paragraph 9.1 international professional standards applicable to the Auditor. Licensee agrees that it will provide all Necessary Records to the Auditor regardless of whether such Necessary Records are subject to confidentiality obligations. It shall be open to inspection by representatives or agents of REGENTS at reasonable times to determine the completeness and accuracy of those payments and to assess the LICENSEE’s compliance with terms a material breach of this AGREEMENT. As necessary and reasonableAgreement for Licensee and/or an Affiliate to fail to cooperate with the Auditor and/or to fail to provide the Auditor all Necessary Records requested by the Auditor, LICENSEE will make its personnel available regardless of whether Licensee claims that such Necessary Records are subject to interpret documents, understand accounting methodologies employed, and to run reports from LICENSEE’s accounting and enterprise resource planning systems to permit REGENTS agents and representatives to verify the completeness and accuracy confidentiality obligations. 6.04 The cost of LICENSEE’s payments due REGENTS. The agents or representatives of REGENTS may retain one copy of books and records supporting their findings until the matters identified during the course of the inspection are resolved. Notwithstanding any other provision of audit under this AGREEMENT or any confidentiality agreement between LICENSEE and agents or representatives of REGENTS, such agents and representatives are permitted to disclose their findings regarding the completeness and accuracy of LICENSEE’s payments to REGENTS as well as the evidentiary bases therefore. REGENTS right to conduct an inspection will Article 6 shall be preserved for one year following the later of the termination or expiration of this AGREEMENT. or the LICENSEE’s final report setting forth royalties due in connection with LICENSED PRODUCTS manufactured or in inventory at the expiration or termination expense of the AGREEMENT. The fees and expenses of representatives of REGENTS performing such an inspection will be borne by REGENTS. IfSisvel; provided, however, that Licensee shall bear the payments made entire cost of the audit, without prejudice to REGENTS any other claim or remedy as Sisvel may have under this AGREEMENT Agreement or under applicable law, if: (i) the audit reveals a discrepancy that is greater than three percent (3%) of either the number of Licensed Products or the amount of royalties payable as declared by Licensee or Affiliates in any of the quarterly royalty statements during the period to which the audit refers; (ii) the audit identifies any Affiliate involved in the Manufacture, use, import, offer for Sale, Sale, or other disposition of Licensed Products and not listed in Exhibit 2 of this Agreement or included in the organization charts as required under Section 2.02; (iii) Licensee has failed to submit any royalty statements by their due date, as per Article 5 above, in respect of the period to which the audit relates; and/or (iv) Licensee or any Affiliate refuse or obstruct the audit, or the Auditor reports that Licensee or any Affiliates have refused or obstructed the audit, such as, for example, by refusing to supply all Necessary Records requested by the LICENSEE Auditor. 6.05 In the event that the audit reveals a discrepancy or error in either the number of Licensed Products or the amount of royalties payable as declared by Licensee in the royalty statements provided for in Article 5 of this Agreement, Licensee will pay royalties based on the Standard Rates for all Licensed Products which are found after REGENTS initiate their inspection to be less than ninety-five the subject of such discrepancy or error plus a fixed interest amount of one and one quarter percent (951.25%) on the total amount of such discrepancy or error. In addition, in the event that the audit establishes that there is a discrepancy or error exceeding three percent (3%) of the total payments number of Licensed Products declared in any of the quarterly royalty statements during the period to which the audit refers, Licensee agrees to pay an additional amount of seven Euro cents (0.07 €) per Licensed Product exceeding the number of Licensed Products included in any such quarterly royalty statement in addition to the royalties and interest due to REGENTS under this AGREEMENT Agreement to partially reimburse Sisvel for the administrative and legal costs which Licensee understands occur in monitoring and enforcing license agreements for non‐compliance. In the event that evidence from a source other than the auditor, including a revised royalty statement sent by Licensee after receiving notice of an audit or a royalty statement or other document from a supplier or customer of Licensee or an Affiliate, reveals a discrepancy or error in the number of Licensed Products declared by Licensee in the royalty statements provided for in Article 5 of this Agreement, Licensee will pay the royalty and interest due under this Agreement for such Licensed Products exceeding the number of Licensed Products included in the original royalty statement and paid for by Licensee. In addition, if such evidence establishes that there is a discrepancy or error exceeding three percent (3%) of the number of Licensed Products declared by Licensee in any yearquarterly royalty statement to have been purchased from or Sold to any one entity, LICENSEE will bear Licensee agrees to pay an additional amount of Seven Euro cents (0.07 €) per Licensed Product exceeding the number of Licensed Products included in any such quarterly royalty statement in addition to the royalties and interest due under this Agreement to partially reimburse Sisvel for the administrative and legal costs which Licensee understands occur in monitoring and enforcing license agreements for non‐compliance. 6.06 Within fifteen (15) Days after receiving notice from Sisvel of any shortfalls revealed by an audit, or by a source other than an audit, Licensee shall pay the royalties due for the amount of the shortfall plus: (i) interest as set forth in Section 5.10; (ii) the cost of the inspection. Should an overpayment by LICENSEE be discovered after REGENTS initiate their inspection, LICENSEE will be entitled to a credit equal to such excess payment, minus the expenses audit if applicable as per Section 6.04 of such inspection, against the payment obligations next accruing under the AGREEMENT, provided such payments are due this Agreement; and payable(iii) any additional amounts if applicable as per Section 6.05 of this Agreement.

Auditing. Books Will, at their respective expense, from time to time during regular business hours as requested by the Program Agent permit the Program Agent or their HL RECEIVABLES FINANCING AGREEMENT respective agents or representatives (including independent public accountants or consultants, which may be the Borrower's or the Parent's independent public accountants), (i) to conduct audits of the Collateral and the related books and records kept and collections systems of the Borrower, the Servicer or any Originator, as the case may be, (ii) to examine and make copies of and abstracts from all books, records and documents (including, without limitation, computer tapes and disks) in accordance with Paragraph 9.1 will be open the possession or under the control of the Borrower or the Servicer relating to inspection by representatives Collateral, and (iii) to visit the offices and properties of the Borrower or agents the Servicer for the purpose of REGENTS at reasonable times to determine the completeness and accuracy of those payments and to assess the LICENSEE’s compliance with terms of this AGREEMENT. As necessary and reasonable, LICENSEE will make its personnel available to interpret documents, understand accounting methodologies employedexamining such materials described in clause (ii) above, and to run reports from LICENSEE’s accounting discuss matters relating to the Collateral or the Borrower's, the Servicer's or any Originator's performance under the Transaction Documents or under the Contracts with any of the officers or employees of the Borrower or the Servicer having knowledge of such matters. In addition, the Program Agent may appoint independent public accountants or other Persons acceptable to the Program Agent (which shall not be the Parent's or the Borrower's independent public accountants who perform regular financial statement audits for the Parent and enterprise resource planning systems its Subsidiaries), to permit REGENTS agents prepare and representatives deliver to verify the completeness Program Agent a written report with respect to the Transferred Assets and accuracy of LICENSEE’s payments due REGENTS. The agents or representatives of REGENTS may retain one copy of books the Credit and Collection Policy (including, in each case, the systems, procedures and records supporting their findings until relating thereto) on a scope and in a form reasonably requested by the matters identified during Program Agent, and the course of Borrower shall reimburse the inspection are resolved. Notwithstanding any other provision of this AGREEMENT or any confidentiality agreement between LICENSEE Program Agent for all reasonable costs and agents or representatives of REGENTS, such agents and representatives are permitted to disclose their findings regarding the completeness and accuracy of LICENSEE’s payments to REGENTS as well as the evidentiary bases therefore. REGENTS right to conduct an inspection will be preserved for one year following the later of the termination or expiration of this AGREEMENT. or the LICENSEE’s final report setting forth royalties due reasonable expense incurred in connection with LICENSED PRODUCTS manufactured this Section 5.02(a); provided, that so long as no Event of Termination Event has occurred or in inventory at the expiration is continuing, Borrower's reimbursement obligations hereunder shall be limited to four such audits per calendar year (but without such limitation for follow-up audits if an audit deficiency is described during any such audit or termination of the AGREEMENT. The fees and expenses of representatives of REGENTS performing such an inspection will be borne by REGENTS. If, however, the payments made to REGENTS under this AGREEMENT by the LICENSEE are found after REGENTS initiate their inspection to be less than ninetyfollow-five percent (95%) of the total payments due to REGENTS under this AGREEMENT for any year, LICENSEE will bear the cost of the inspection. Should an overpayment by LICENSEE be discovered after REGENTS initiate their inspection, LICENSEE will be entitled to a credit equal to such excess payment, minus the expenses of such inspection, against the payment obligations next accruing under the AGREEMENT, provided such payments are due and payableup audit).

Auditing. Books and records kept in accordance with Paragraph 9.1 will be open to inspection by representatives or agents of REGENTS at reasonable times to determine the completeness and accuracy of those payments and to assess the for reference only LICENSEE’s compliance with terms of this AGREEMENT. As necessary and reasonable, LICENSEE will make its personnel available to interpret documents, understand accounting methodologies employed, and to run reports from LICENSEE’s accounting and enterprise resource planning systems to permit REGENTS agents and representatives to verify the completeness and accuracy of LICENSEE’s payments due REGENTS. The agents or representatives of REGENTS may retain one copy of books and records supporting their findings until the matters identified during the course of the inspection are resolved. Notwithstanding any other provision of this AGREEMENT or any confidentiality agreement between LICENSEE and agents or representatives of REGENTS, such agents and representatives are permitted to disclose their findings regarding the completeness and accuracy of LICENSEE’s payments to REGENTS as well as the evidentiary bases therefore. REGENTS right to conduct an inspection will be preserved for one year following the later of the termination or expiration of this AGREEMENT. or the LICENSEE’s final report setting forth royalties due in connection with LICENSED PRODUCTS manufactured or in inventory at the expiration or termination of the AGREEMENT. The fees and expenses of representatives of REGENTS performing such an inspection will be borne by REGENTS. If, however, the payments made to REGENTS under this AGREEMENT by the LICENSEE are found after REGENTS initiate their inspection to be less than ninety-five percent (95%) of the total payments due to REGENTS under this AGREEMENT for any year, LICENSEE will bear the cost of the inspection. Should an overpayment by LICENSEE be discovered after REGENTS initiate their inspection, LICENSEE will be entitled to a credit equal to such excess payment, minus the expenses of such inspection, against the payment obligations next accruing under the AGREEMENT, provided such payments are due and payable.

Auditing. Books 6.01 Licensee and Affiliates shall keep and maintain complete, accurate, and detailed books and records kept in paper and electronic format with respect to all products (all such books and records collectively referred to as “Necessary Records”). Necessary Records include, but are not limited to, all books and records related to: (i) the organization chart showing the relationship of Licensee with all Affiliates; and (ii) all purchases, stocks, deliveries, Manufacture, and Sale of all products, as well as technical specifications of all products. Necessary Records pertaining to a particular royalty reporting period, including Necessary Records relating to the Manufacture, use, import, offer for Sale, Sale, or other disposition of any products prior to the Effective Date, shall be maintained for five (5) years from the date on which a royalty is paid or should have been paid, whichever is later. 6.02 Sisvel shall have the right to have audited the Necessary Records of Licensee and any past and present Affiliates to ascertain their compliance with their obligations under this Agreement, including, but not limited to the accuracy and completeness of the royalty statements and payments pursuant to ARTICLE 5, the organization chart of Licensee required under Section 2.03 and the representations and warranties made by Licensee in ARTICLE 3 above. Any such audit shall take place not more than once per calendar year unless any previous audit has revealed a shortfall as provided in Section 6.05 or unless Licensee and/or an Affiliate has failed to fully cooperate during a previous audit. It is understood that an audit under this ARTICLE 6 might include separate audits of past and present Affiliates and for purposes of this Section 6.02 such audits will count as a single audit. Sisvel will give Licensee written notice of such audit at least five (5) Days prior to the audit. All such audits shall be conducted during reasonable business hours. 6.03 Any audit under this ARTICLE 6 shall be conducted by an independent certified public accountant or equivalent (“Auditor”) selected by Sisvel. Licensee shall fully cooperate with the Auditor in conducting such audit and shall permit the Auditor to inspect and copy Licensee’s Necessary Records that the Auditor, in the Auditor’s discretion, deems appropriate and necessary to conduct such audit in accordance with Paragraph 9.1 international professional standards applicable to the Auditor. Licensee agrees that it will provide all Necessary Records to the Auditor regardless of whether such Necessary Records are subject to confidentiality obligations. It shall be open to inspection by representatives or agents of REGENTS at reasonable times to determine the completeness and accuracy of those payments and to assess the LICENSEE’s compliance with terms a material breach of this AGREEMENT. As necessary and reasonableAgreement for Licensee and/or an Affiliate to fail to cooperate with the Auditor and/or to fail to provide the Auditor all Necessary Records requested by the Auditor, LICENSEE will make its personnel available to interpret documents, understand accounting methodologies employed, and to run reports from LICENSEE’s accounting and enterprise resource planning systems to permit REGENTS agents and representatives to verify the completeness and accuracy regardless of 6.04 The cost of LICENSEE’s payments due REGENTS. The agents or representatives of REGENTS may retain one copy of books and records supporting their findings until the matters identified during the course of the inspection are resolved. Notwithstanding any other provision of audit under this AGREEMENT or any confidentiality agreement between LICENSEE and agents or representatives of REGENTS, such agents and representatives are permitted to disclose their findings regarding the completeness and accuracy of LICENSEE’s payments to REGENTS as well as the evidentiary bases therefore. REGENTS right to conduct an inspection will ARTICLE 6 shall be preserved for one year following the later of the termination or expiration of this AGREEMENT. or the LICENSEE’s final report setting forth royalties due in connection with LICENSED PRODUCTS manufactured or in inventory at the expiration or termination expense of the AGREEMENT. The fees and expenses of representatives of REGENTS performing such an inspection will be borne by REGENTS. IfSisvel; provided, however, that Licensee shall bear the payments made entire cost of the audit, without prejudice to REGENTS any other claim or remedy as Sisvel may have under this AGREEMENT by Agreement or under applicable law, if: (i) the LICENSEE are found after REGENTS initiate their inspection to be less audit reveals a discrepancy that is greater than ninety-five three percent (953%) of the total payments number of Licensed Products declared by Licensee or Affiliates in any of the quarterly royalty statements during the period to which the audit refers; (ii) the audit identifies any Affiliate involved in the Manufacture, use, import, offer for Sale, Sale, or other disposition of Licensed Products and not listed in Exhibit 3 of this Agreement or included in the organization charts as required under Section 2.03; (iii) Licensee has failed to submit any royalty statements by their due date, as per ARTICLE 5 above, in respect of the period to REGENTS which the audit relates; and/or (iv) Licensee or any Affiliate refuse or obstruct the audit, or the Auditor reports that Licensee or any Affiliates have refused or obstructed the audit, such as, for example, by refusing to supply all Necessary Records requested by the Auditor. 6.05 In the event that the audit, or evidence from a source other than the Auditor including a revised royalty statement sent by Licensee after receiving notice of an audit or a royalty statement or other document from a supplier or customer of Licensee or an Affiliate, reveals a discrepancy or error in the number of Licensed Products declared by Licensee in the royalty statements provided for in ARTICLE 5 of this Agreement, Licensee will pay the Royalty Rate and interest due under this AGREEMENT Agreement pursuant to Sections 4.02 and 5.10 of this Agreement, respectively. 6.06 Within fifteen (15) Days after receiving notice from Sisvel of any shortfalls revealed by an audit, or by a source other than an audit, Licensee shall pay the royalties due for any year, LICENSEE will bear the amount of the shortfall plus: (i) interest as set forth in Section 5.10; (ii) the cost of the inspection. Should an overpayment by LICENSEE be discovered after REGENTS initiate their inspection, LICENSEE will be entitled to a credit equal to such excess payment, minus the expenses audit if applicable as per Section 6.04 of such inspection, against the payment obligations next accruing under the AGREEMENT, provided such payments are due this Agreement; and payable(iii) any additional amounts if applicable as per Section 6.05 of this Agreement.

Auditing. Books 6.01 Licensee and Affiliates shall keep and maintain complete, accurate, and detailed books and records kept in paper and electronic format with respect to all products (all such books and records collectively referred to as “Necessary Records”). Necessary Records include, but are not limited to, all books and records related to: (i) the organization chart showing the relationship of Licensee with all Affiliates; and (ii) all purchases, stocks, deliveries, Manufacture, and Sale of all products, as well as technical specifications of all products. Necessary Records pertaining to a particular royalty reporting period, including Necessary Records relating to the Manufacture, use, import, offer for Sale, Sale, or other disposition of any products prior to the Effective Date, shall be maintained for five (5) years from the date on which a royalty is paid or should have been paid, whichever is later. 6.02 Sisvel shall have the right to have audited the Necessary Records of Licensee and any past and present Affiliates to ascertain their compliance with their obligations under this Agreement, including, but not limited to the accuracy and completeness of the royalty statements and payments pursuant to Article 5, the organization chart of Licensee required under Section 2.02, and the representations and warranties made by Licensee in Article 3 above. Any such audit shall take place not more than once per calendar year unless any previous audit has revealed a shortfall as provided in Section 6.05 or unless Licensee and/or an Affiliate has failed to fully cooperate during a previous audit. It is understood that an audit under this Article 6 might include separate audits of past and present Affiliates and for purposes of this Section 6.02 such audits will count as a single audit. Sisvel will give Licensee written notice of such audit at least five (5) Days prior to the audit. All such audits shall be conducted during reasonable business hours. 6.03 Any audit under this Article 6 shall be conducted by an independent certified public accountant or equivalent (“Auditor”) selected by Sisvel. Licensee shall fully cooperate with the Auditor in conducting such audit and shall permit the Auditor to inspect and copy Licensee’s Necessary Records that the Auditor, in the Auditor’s discretion, deems appropriate and necessary to conduct such audit in accordance with Paragraph 9.1 international professional standards applicable to the Auditor. Licensee agrees that it will provide all Necessary Records to the Auditor regardless of whether such Necessary Records are subject to confidentiality obligations. It shall be open to inspection by representatives or agents of REGENTS at reasonable times to determine the completeness and accuracy of those payments and to assess the LICENSEE’s compliance with terms a material breach of this AGREEMENT. As necessary and reasonableAgreement for Licensee and/or an Affiliate to fail to cooperate with the Auditor and/or to fail to provide the Auditor all Necessary Records requested by the Auditor, LICENSEE will make its personnel available regardless of whether Licensee claims that such Necessary Records are subject to interpret documents, understand accounting methodologies employed, and to run reports from LICENSEE’s accounting and enterprise resource planning systems to permit REGENTS agents and representatives to verify the completeness and accuracy confidentiality obligations. 6.04 The cost of LICENSEE’s payments due REGENTS. The agents or representatives of REGENTS may retain one copy of books and records supporting their findings until the matters identified during the course of the inspection are resolved. Notwithstanding any other provision of audit under this AGREEMENT or any confidentiality agreement between LICENSEE and agents or representatives of REGENTS, such agents and representatives are permitted to disclose their findings regarding the completeness and accuracy of LICENSEE’s payments to REGENTS as well as the evidentiary bases therefore. REGENTS right to conduct an inspection will Article 6 shall be preserved for one year following the later of the termination or expiration of this AGREEMENT. or the LICENSEE’s final report setting forth royalties due in connection with LICENSED PRODUCTS manufactured or in inventory at the expiration or termination expense of the AGREEMENT. The fees and expenses of representatives of REGENTS performing such an inspection will be borne by REGENTS. IfSisvel; provided, however, that Licensee shall bear the payments made entire cost of the audit, without prejudice to REGENTS any other claim or remedy as Sisvel may have under this AGREEMENT Agreement or under applicable law, if: (i) the audit reveals a discrepancy that is greater than three percent (3%) of either the number of Licensed Products or the amount of royalties payable as declared by Licensee or Affiliates in any of the quarterly royalty statements during the period to which the audit refers; (ii) the audit identifies any Affiliate involved in the Manufacture, use, import, offer for Sale, Sale, or other disposition of Licensed Products and not listed in Exhibit 2 of this Agreement or included in the organization charts as required under Section 2.02; (iii) Licensee has failed to submit any royalty statements by their due date, as per Article 5 above, in respect of the period to which the audit relates; and/or (iv) Licensee or any Affiliate refuse or obstruct the audit, or the Auditor reports that Licensee or any Affiliates have refused or obstructed the audit, such as, for example, by refusing to supply all Necessary Records requested by the LICENSEE Auditor. 6.05 In the event that the audit reveals a discrepancy or error in either the number of Licensed Products or the amount of royalties payable as declared by Licensee in the royalty statements provided for in Article 5 of this Agreement, Licensee will pay royalties based on the Standard Rates for all Licensed Products which are found after REGENTS initiate their inspection to be less than ninety-five the subject of such discrepancy or error plus a fixed interest amount of one and one quarter percent (951.25%) on the total amount of such discrepancy or error. In addition, in the event that the audit establishes that there is a discrepancy or error exceeding three percent (3%) of the total payments number of Licensed Products declared in any of the quarterly royalty statements during the period to which the audit refers, Licensee agrees to pay an additional amount of Seven Euro cents (0.07 €) per Licensed Product exceeding the number of Licensed Products included in any such quarterly royalty statement in addition to the royalties and interest due to REGENTS under this AGREEMENT Agreement to partially reimburse Sisvel for the administrative and legal costs which Licensee understands occur in monitoring and enforcing license agreements for non‐compliance. In the event that evidence from a source other than the auditor, including a revised royalty statement sent by Licensee after receiving notice of an audit or a royalty statement or other document from a supplier or customer of Licensee or an Affiliate, reveals a discrepancy or error in the number of Licensed Products declared by Licensee in the royalty statements provided for in Article 5 of this Agreement, Licensee will pay the royalty and interest due under this Agreement for such Licensed Products exceeding the number of Licensed Products included in the original royalty statement and paid for by Licensee. In addition, if such evidence establishes that there is a discrepancy or error exceeding three percent (3%) of the number of Licensed Products declared by Licensee in any yearquarterly royalty statement to have been purchased from or Sold to any one entity, LICENSEE will bear Licensee agrees to pay an additional amount of Seven Euro cents (0.07 €) per Licensed Product exceeding the number of Licensed Products included in any such quarterly royalty statement in addition to the royalties and interest due under this Agreement to partially reimburse Sisvel for the administrative and legal costs which Licensee understands occur in monitoring and enforcing license agreements for non‐compliance. 6.06 Within fifteen (15) Days after receiving notice from Sisvel of any shortfalls revealed by an audit, or by a source other than an audit, Licensee shall pay the royalties due for the amount of the shortfall plus: (i) interest as set forth in Section 5.10; (ii) the cost of the inspection. Should an overpayment by LICENSEE be discovered after REGENTS initiate their inspection, LICENSEE will be entitled to a credit equal to such excess payment, minus the expenses audit if applicable as per Section 6.04 of such inspection, against the payment obligations next accruing under the AGREEMENT, provided such payments are due this Agreement; and payable(iii) any additional amounts if applicable as per Section 6.05 of this Agreement.

Auditing. Books and records kept in accordance with Paragraph 9.1 will be open to inspection by representatives or agents of REGENTS at reasonable times to determine the completeness and accuracy of those payments and to assess the LICENSEE’s compliance with terms of this AGREEMENT. As necessary and for reference only reasonable, LICENSEE will make its personnel available to interpret documents, understand accounting methodologies employed, and to run reports from LICENSEE’s accounting and enterprise resource planning systems to permit REGENTS agents and representatives to verify the completeness and accuracy of LICENSEE’s payments due REGENTS. The agents or representatives of REGENTS may retain one copy of books and records supporting their findings until the matters identified during the course of the inspection are resolved. Notwithstanding any other provision of this AGREEMENT or any confidentiality agreement between LICENSEE and agents or representatives of REGENTS, such agents and representatives are permitted to disclose their findings regarding the completeness and accuracy of LICENSEE’s payments to REGENTS as well as the evidentiary bases basis therefore. REGENTS right to conduct an inspection will be preserved for one year following the later of the termination or expiration of this AGREEMENT. AGREEMENT or the LICENSEE’s final report setting forth royalties due in connection with LICENSED PRODUCTS manufactured or in inventory at the expiration or termination of the AGREEMENT. The fees and expenses of representatives of REGENTS performing such an inspection will be borne by REGENTS. If, however, the payments made to REGENTS under this AGREEMENT by the LICENSEE are found after REGENTS initiate their inspection to be less than ninety-five percent (95%) of the total payments due to REGENTS under this AGREEMENT for any year, LICENSEE will bear the cost of the inspection. Should an overpayment by LICENSEE be discovered after REGENTS initiate their inspection, LICENSEE will be entitled to a credit equal to such excess payment, minus the expenses of such inspection, against the payment obligations next accruing under the AGREEMENT, provided such payments are due and payable.

Auditing. Books 6.01 Licensee and Affiliates shall keep and maintain complete, accurate, and detailed books and records kept in paper and electronic format with respect to all products (all such books and records collectively referred to as “Necessary Records”). Necessary Records include, but are not limited to, all books and records related to: (i) the organization chart showing the relationship of Licensee with all Affiliates; and (ii) all purchases, stocks, deliveries, Manufacture, and Sale of all products, as well as technical specifications of all products. Necessary Records pertaining to a particular royalty reporting period, including Necessary Records relating to the Manufacture, use, import, offer for Sale, Sale, or other disposition of any products prior to the Effective Date, shall be maintained for five (5) years from the date on which a royalty is paid or should have been paid, whichever is later. 6.02 Sisvel shall have the right to have audited the Necessary Records of Licensee and any past and present Licensee Affiliates to ascertain their compliance with their obligations under this Agreement, including, but not limited to the accuracy and completeness of the royalty statements and payments pursuant to ARTICLE 5, the organization chart of Licensee required under Section 2.03 and the representations and warranties made by Licensee in ARTICLE 3 above. Any such audit shall take place not more than once per calendar year unless any previous audit has revealed a shortfall as provided in Section 6.05 or unless Licensee and/or a Licensee Affiliate has failed to fully cooperate during a previous audit. It is understood that an audit under this ARTICLE 6 might include separate audits of past and present Licensee Affiliates and for purposes of this Section 6.02 such audits will count as a single audit. Sisvel will give Licensee written notice of such audit at least five (5) Days prior to the audit. All such audits shall be conducted during reasonable business hours. 6.03 Any audit under this ARTICLE 6 shall be conducted by an independent certified public accountant or equivalent (“Auditor”) selected by Sisvel. Licensee shall fully cooperate with the Auditor in conducting such audit and shall permit the Auditor to inspect and copy Licensee’s Necessary Records that the Auditor, in the Auditor’s discretion, deems appropriate and necessary to conduct such audit in accordance with Paragraph 9.1 international professional standards applicable to the Auditor. Licensee agrees that it will provide all Necessary Records to the Auditor regardless of whether such Necessary Records are subject to confidentiality obligations. It shall be open to inspection by representatives or agents of REGENTS at reasonable times to determine the completeness and accuracy of those payments and to assess the LICENSEE’s compliance with terms a material breach of this AGREEMENT. As necessary and reasonableAgreement for Licensee and/or an Licensee Affiliate to fail to cooperate with the Auditor and/or to fail to provide the Auditor all Necessary Records requested by the Auditor, LICENSEE will make its personnel available regardless of whether Licensee claims that such Necessary Records are subject to interpret documents, understand accounting methodologies employed, and to run reports from LICENSEE’s accounting and enterprise resource planning systems to permit REGENTS agents and representatives to verify the completeness and accuracy confidentiality obligations. 6.04 The cost of LICENSEE’s payments due REGENTS. The agents or representatives of REGENTS may retain one copy of books and records supporting their findings until the matters identified during the course of the inspection are resolved. Notwithstanding any other provision of audit under this AGREEMENT or any confidentiality agreement between LICENSEE and agents or representatives of REGENTS, such agents and representatives are permitted to disclose their findings regarding the completeness and accuracy of LICENSEE’s payments to REGENTS as well as the evidentiary bases therefore. REGENTS right to conduct an inspection will ARTICLE 6 shall be preserved for one year following the later of the termination or expiration of this AGREEMENT. or the LICENSEE’s final report setting forth royalties due in connection with LICENSED PRODUCTS manufactured or in inventory at the expiration or termination expense of the AGREEMENT. The fees and expenses of representatives of REGENTS performing such an inspection will be borne by REGENTS. IfSisvel; provided, however, that Licensee shall bear the payments made entire cost of the audit, without prejudice to REGENTS any other claim or remedy as Sisvel may have under this AGREEMENT by Agreement or under applicable law, if: (i) the LICENSEE are found after REGENTS initiate their inspection to be less audit reveals a discrepancy that is greater than ninety-five three percent (953%) of the total payments number of Licensed Products declared by Licensee or Licensee Affiliates in any of the quarterly royalty statements during the period to which the audit refers; (ii) the audit identifies any Licensee Affiliate involved in the Manufacture, use, import, offer for Sale, Sale, or other disposition of Licensed Products and not listed in Exhibit 3 of this Agreement or included in the organization charts as required under Section 2.03; (iii) Licensee has failed to submit any royalty statements by their due date, as per ARTICLE 5 above, in respect of the period to REGENTS which the audit relates; and/or (iv) Licensee or any Licensee Affiliate refuse or obstruct the audit, or the Auditor reports that Licensee or any Affiliates have refused or obstructed the audit, such as, for example, by refusing to supply all Necessary Records requested by the Auditor. 6.05 In the event that the audit, or evidence from a source other than the Auditor including a revised royalty statement sent by Licensee after receiving notice of an audit or a royalty statement or other document from a supplier or customer of Licensee or a Licensee Affiliate, reveals a discrepancy or error in the number of Licensed Products declared by Licensee in the royalty statements provided for in ARTICLE 5 of this Agreement, Licensee will pay the royalty and interest due under this AGREEMENT Agreement pursuant to Sections 4.02 and 5.10 of this Agreement, respectively, plus a discrepancy premium of Two Euros (2.00 €) per product in addition to the applicable royalty. 6.06 Within fifteen (15) Days after receiving notice from Sisvel of any shortfalls revealed by an audit, or by a source other than an audit, Licensee shall pay the royalties due for any year, LICENSEE will bear the amount of the shortfall plus: (i) interest as set forth in Section 5.10; (ii) the cost of the inspection. Should an overpayment by LICENSEE be discovered after REGENTS initiate their inspection, LICENSEE will be entitled to a credit equal to such excess payment, minus the expenses audit if applicable as per Section 6.04 of such inspection, against the payment obligations next accruing under the AGREEMENT, provided such payments are due this Agreement; and payable(iii) any additional amounts if applicable as per Section 6.05 of this Agreement.

Auditing. Books The JVC shall engage an accounting firm selected by the Board as its external auditor (the “JVC Auditor”) and to examine and verify the financial accounting books of the JVC on an annual basis. The results of the JVC Auditor’s examination shall be reported to the Board. The JVC shall submit to the Parties and to each Director the audited annual accounts within forty-five (45) days after the end of the Financial Year, together with the audit report of the JVC Auditor. In connection with the annual audit of the JVC, Agila shall provide to the JVC Auditor and the Board complete and accurate accounting records kept related to its performance of the manufacturing services to the JVC, which shall be prepared in accordance with Paragraph 9.1 will be open the accounting principles it generally and consistently applies in its business operations. Agila further agrees to inspection by representatives or agents of REGENTS at reasonable times provide to determine the completeness JVC Auditor and accuracy of those payments and to assess the LICENSEE’s compliance with terms of this AGREEMENT. As necessary and reasonable, LICENSEE will make its personnel available to interpret documents, understand accounting methodologies employed, and to run reports from LICENSEE’s accounting and enterprise resource planning systems to permit REGENTS agents and representatives to verify the completeness and accuracy of LICENSEE’s payments due REGENTS. The agents or representatives of REGENTS may retain one Board a copy of books all reports of any internal or external audit of Agila to the extent relating to the manufacturing services provided to the JVC. If the JVC Auditor and records supporting their findings until the matters identified during Board discovers that Agila has overbilled the course JVC for the manufacturing services, Agila shall reimburse the JVC such overbilled amount. In the event the overbilled amount exceeds the greater of the inspection are resolved. Notwithstanding any other provision of this AGREEMENT One Hundred Thousand Dollars (U.S. $100,000) or any confidentiality agreement between LICENSEE and agents or representatives of REGENTS, such agents and representatives are permitted to disclose their findings regarding the completeness and accuracy of LICENSEE’s payments to REGENTS as well as the evidentiary bases therefore. REGENTS right to conduct an inspection will be preserved for one year following the later of the termination or expiration of this AGREEMENT. or the LICENSEE’s final report setting forth royalties due in connection with LICENSED PRODUCTS manufactured or in inventory at the expiration or termination of the AGREEMENT. The fees and expenses of representatives of REGENTS performing such an inspection will be borne by REGENTS. If, however, the payments made to REGENTS under this AGREEMENT by the LICENSEE are found after REGENTS initiate their inspection to be less than ninety-five ten percent (9510%) of the total payments fees payable by the JVC to Agila during the period subject to such audit, then Agila shall also pay the JVC an interest at the lesser of (i) thirty (30) day U.S. dollar LIBOR rate effective for the date such [*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. overbilled amount was paid, as published by The Wall Street Journal, Internet Edition at xxx.xxx.xxx in the “Money Rates” column plus an additional two percent (2%), or (ii) the maximum rate permitted by Applicable Laws, calculated on the number of days since the JVC paid such overbilled amount. If the Parties cannot agree on whether Agila has overbilled the JVC for its manufacturing services or the overbilled amount, such dispute shall be resolved in accordance with the procedures set forth in Section 17.10. Notwithstanding the foregoing, billing differences arising out of a positive variance from standard costs assumed at the beginning of the year (as approved by the Board), and which are due to REGENTS under this AGREEMENT for any yearbe adjusted at year end, LICENSEE will bear the cost of the inspection. Should an overpayment by LICENSEE not be discovered after REGENTS initiate their inspection, LICENSEE will be entitled to a credit equal to treated as overbilling even if it exceeds such excess payment, minus the expenses of such inspection, against the payment obligations next accruing under the AGREEMENT, provided such payments are due and payable[*] (U.S. $[*]) or [*] percent ([*]%).

Auditing. Books 6.01 Licensee and Affiliates shall keep and maintain complete, accurate, and detailed books and records kept in paper and electronic format with respect to all products (all such books and records collectively referred to as “Necessary Records”). Necessary Records include, but are not limited to, all books and records related to: (i) the organization chart showing the relationship of Licensee with all Affiliates; and (ii) all purchases, stocks, deliveries, Manufacture, and Sale of all products, as well as technical specifications of all products. Necessary Records pertaining to a particular royalty reporting period, including Necessary Records relating to the Manufacture, use, import, offer for Sale, Sale, or other disposition of any products prior to the Effective Date, shall be maintained for five (5) years from the date on which a royalty is paid or should have been paid, whichever is later. 6.02 Sisvel shall have the right to have audited the Necessary Records of Licensee and any past and present Affiliates to ascertain their compliance with their obligations under this Agreement, including, but not limited to the accuracy and completeness of the royalty statements and payments pursuant to ARTICLE 5, the organization chart of Licensee required under Section 2.03 and the representations and warranties made by Licensee in ARTICLE 3 above. Any such audit shall take place not more than once per calendar year unless any previous audit has revealed a shortfall as provided in Section 6.05 or unless Licensee and/or an Affiliate has failed to fully cooperate during a previous audit. It is understood that an audit under this ARTICLE 6 might include separate audits of past and present Affiliates and for purposes of this Section 6.02 such audits will count as a single audit. Sisvel will give Licensee written notice of such audit at least five (5) Days prior to the audit. All such audits shall be conducted during reasonable business hours. 6.03 Any audit under this ARTICLE 6 shall be conducted by an independent certified public accountant or equivalent (“Auditor”) selected by Sisvel. Licensee shall fully cooperate with the Auditor in conducting such audit and shall permit the Auditor to inspect and copy Licensee’s Necessary Records that the Auditor, in the Auditor’s discretion, deems appropriate and necessary to conduct such audit in accordance with Paragraph 9.1 international professional standards applicable to the Auditor. Licensee agrees that it will provide all Necessary Records to the Auditor regardless of whether such Necessary Records are subject to confidentiality obligations. It shall be open to inspection by representatives or agents of REGENTS at reasonable times to determine the completeness and accuracy of those payments and to assess the LICENSEE’s compliance with terms a material breach of this AGREEMENT. As necessary and reasonableAgreement for Licensee and/or an Affiliate to fail to cooperate with the Auditor and/or to fail to provide the Auditor all Necessary Records requested by the Auditor, LICENSEE will make its personnel available regardless of whether Licensee claims that such Necessary Records are subject to interpret documents, understand accounting methodologies employed, and to run reports from LICENSEE’s accounting and enterprise resource planning systems to permit REGENTS agents and representatives to verify the completeness and accuracy confidentiality obligations. 6.04 The cost of LICENSEE’s payments due REGENTS. The agents or representatives of REGENTS may retain one copy of books and records supporting their findings until the matters identified during the course of the inspection are resolved. Notwithstanding any other provision of audit under this AGREEMENT or any confidentiality agreement between LICENSEE and agents or representatives of REGENTS, such agents and representatives are permitted to disclose their findings regarding the completeness and accuracy of LICENSEE’s payments to REGENTS as well as the evidentiary bases therefore. REGENTS right to conduct an inspection will ARTICLE 6 shall be preserved for one year following the later of the termination or expiration of this AGREEMENT. or the LICENSEE’s final report setting forth royalties due in connection with LICENSED PRODUCTS manufactured or in inventory at the expiration or termination expense of the AGREEMENT. The fees and expenses of representatives of REGENTS performing such an inspection will be borne by REGENTS. IfSisvel; provided, however, that Licensee shall bear the payments made entire cost of the audit, without prejudice to REGENTS any other claim or remedy as Sisvel may have under this AGREEMENT by Agreement or under applicable law, if: (i) the LICENSEE are found after REGENTS initiate their inspection to be less audit reveals a discrepancy that is greater than ninety-five three percent (953%) of the total payments number of Licensed Products declared by Licensee or Affiliates in any of the quarterly royalty statements during the period to which the audit refers; (ii) the audit identifies any Affiliate involved in the Manufacture, use, import, offer for Sale, Sale, or other disposition of Licensed Products and not listed in Exhibit 3 of this Agreement or included in the organization charts as required under Section 2.03; (iii) Licensee has failed to submit any royalty statements by their due date, as per ARTICLE 5 above, in respect of the period to REGENTS which the audit relates; and/or (iv) Licensee or any Affiliate refuse or obstruct the audit, or the Auditor reports that Licensee or any Affiliates have refused or obstructed the audit, such as, for example, by refusing to supply all Necessary Records requested by the Auditor. 6.05 In the event that the audit, or evidence from a source other than the Auditor including a revised royalty statement sent by Licensee after receiving notice of an audit or a royalty statement or other document from a supplier or customer of Licensee or an Affiliate, reveals a discrepancy or error in the number of Licensed Products declared by Licensee in the royalty statements provided for in ARTICLE 5 of this Agreement, Licensee will pay the Standard Rate royalty and interest due under this AGREEMENT Agreement pursuant to Sections 4.02 and 5.10 of this Agreement, respectively. 6.06 Within fifteen (15) Days after receiving notice from Sisvel of any shortfalls revealed by an audit, or by a source other than an audit, Licensee shall pay the royalties due for any year, LICENSEE will bear the amount of the shortfall plus: (i) interest as set forth in Section 5.10; (ii) the cost of the inspection. Should an overpayment by LICENSEE be discovered after REGENTS initiate their inspection, LICENSEE will be entitled to a credit equal to such excess payment, minus the expenses audit if applicable as per Section 6.04 of such inspection, against the payment obligations next accruing under the AGREEMENT, provided such payments are due this Agreement; and payable(iii) any additional amounts if applicable as per Section 6.05 of this Agreement.