Common use of BOOKS OF ACCOUNT AND AUDITS Clause in Contracts

BOOKS OF ACCOUNT AND AUDITS. Davidson shall keep books of account relating to the distribution of Licensed Products on the same basis and in the same manner and for the same periods as such records are customarily kept by Davidson. IVI may, upon reasonable notice and at its own expense, audit the applicable records at Davidson's office, in order to verify any Royalty Statements rendered hereunder. Any such audit shall be conducted only by a certified public accountant who is not held on retainer by IVI nor working on a contingency fee and shall take place only during reasonable business hours and in such manner so as not to interfere with Davidson's normal business activities. However, no audit may be conducted during the first three (3) weeks of any calendar quarter. All of the information contained in Davidson's books and records shall be kept confidential except to the extent necessary to permit enforcement of IVI's rights hereunder, and IVI agrees that such information inspected and/or copied on behalf of IVI hereunder shall be used only for the purposes of determining the accuracy of the Royalty Statements, and shall be revealed only to such employees, agents and/or representatives of IVI as necessary to verify the accuracy of the Royalty Statements except to the extent necessary to permit enforcement of IVI's rights hereunder. Davidson shall be furnished with a copy of IVI's auditor report within thirty (30) days after the completion of such report. In no event shall an audit with respect to any Royalty Statement rendered hereunder commence after the date on which such Royalty Statement has become incontestable pursuant to Section 6(b) above nor shall any audit continue for longer than ten (10) consecutive business days nor shall audits be made hereunder more frequently than once annually nor shall the records supporting any such Royalty Statements be audited more than once. In addition, Davidson shall be responsible for all reasonable documented costs incurred by IVI to conduct such an examination should an underpayment of five (5%) percent or greater be discovered.

BOOKS OF ACCOUNT AND AUDITS. Davidson VUG shall keep books of account relating to this Agreement and the licensing and distribution of Licensed Products the Partner Product(s) on the same basis and in the same manner and for the same periods as such records are customarily kept by DavidsonVUG and reasonably sufficient for Interplay to verify VUG's Statements and the Interplay Proceeds due hereunder. IVI Interplay may, upon reasonable *** business days' prior written notice to VUG, audit such records, at VUG's offices and at its own Interplay's expense, audit with respect to such period as Interplay specifies in its written notice (the applicable records at Davidson's office"PERIOD"), in order to verify any Royalty Statements the accuracy of the applicable Statement(s) rendered hereunderhereunder for such Period. Any such audit shall be conducted only by a certified public accountant who is not held on retainer by IVI nor working on a contingency fee and *** shall take place only *** Terms represented by this symbol are considered confidential. These confidential terms have been omitted pursuant to a Confidential Treatment Request filed with the Securities and Exchange Commission ("SEC") and have been filed separately with the SEC. during reasonable business hours and in such a manner so as not to unreasonably interfere with DavidsonVUG's normal business activities. HoweverIn that regard, ***. In no event (unless unreasonable delay is caused by VUG or its representatives) shall any audit may continue on-site at VUG's offices for longer than *** consecutive business days nor shall such audit continue for more than *** days in the aggregate. Audits shall not be conducted during made hereunder more frequently than *** per VUG fiscal year and with a minimum of *** months between each audit, nor shall the first three (3) weeks of records supporting any calendar quarterStatement be audited more than ***. All Except to the extent necessary to enforce Interplay's rights hereunder, Interplay and its auditor shall keep all of the information contained in DavidsonVUG's books and records confidential, shall be kept confidential except to the extent necessary to permit enforcement of IVI's rights hereunder, and IVI agrees that not use such information inspected and/or copied on behalf of IVI hereunder shall be used only for the purposes of determining any purpose except verifying the accuracy of the Royalty Statements, and shall be revealed only not reveal such information to such any person other than employees, agents and/or representatives of IVI as necessary Interplay or its auditor who need to know such information in order for Interplay to verify the accuracy of the Royalty Statements except and who have agreed to the extent necessary keep such information confidential in accordance herewith. Therefore, VUG may require Interplay's auditor to permit enforcement of IVIexecute a reasonable non-disclosure agreement before permitting such auditor access to VUG's rights hereunderrecords. Davidson Interplay shall be furnished furnish VUG with a copy of IVIInterplay's auditor auditor's report within thirty (30) *** days after the completion of such report. In no event shall an audit with respect to any Royalty Statement rendered hereunder commence after the date on which such Royalty Statement has become incontestable pursuant to Section 6(b) above nor shall any audit continue for longer than ten (10) consecutive Within *** business days nor following VUG's receipt of the auditor's report, VUG shall audits be made hereunder more frequently than once annually nor promptly pay to Interplay any underpayment of Interplay Proceeds previously payable under this Agreement, and Interplay shall the records supporting promptly pay to VUG any such Royalty Statements be audited more than onceoverpayment of Interplay Proceeds previously paid to Interplay under this Agreement. In addition, Davidson VUG shall be responsible reimburse Interplay for all reasonable documented costs incurred by IVI Interplay to its auditor to conduct such an examination should an underpayment by VUG for the Period exceed both of five the following thresholds: (5%i) percent *** and (ii) ***.Furthermore, and ***, Interplay shall be entitled to conduct an additional follow-up audit within the *** month period following the first audit, without otherwise affecting Interplay's audit rights for the fiscal year in which the follow-up audit is conducted. Notwithstanding anything contained herein to the contrary, the audit rights described in this SECTION 11.5 shall expire *** following the expiration or greater termination of this Agreement; except that in the event of any federal or state tax audit of Interplay within the *** following the expiration or termination of this Agreement, Interplay shall be discoveredentitled to conduct an audit of VUG only if and to the extent necessary for purposes of such audit.

BOOKS OF ACCOUNT AND AUDITS. Davidson VUG shall keep books of account relating to this Agreement and the licensing and distribution of Licensed Products the Partner Product(s) on the same basis and in the same manner and for the same periods as such records are customarily kept by DavidsonVUG and reasonably sufficient for Interplay to verify VUG's Statements and the Interplay Proceeds due hereunder. IVI Interplay may, upon reasonable *** business days' prior written notice to VUG, audit such records, at VUG's offices and at its own Interplay's expense, audit with respect to such period as Interplay specifies in its written notice (the applicable records at Davidson's office"PERIOD"), in order to verify any Royalty Statements the accuracy of the applicable Statement(s) rendered hereunderhereunder for such Period. Any such audit shall be conducted only by a certified public accountant who is not held on retainer by IVI nor working on a contingency fee and *** shall take place only during reasonable business hours and in such a manner so as not to unreasonably interfere with DavidsonVUG's normal business activities. HoweverIn that regard, ***. In no event (unless unreasonable delay is caused by VUG or its representatives) shall any audit may continue on-site at VUG's offices for longer than *** consecutive business days nor shall such audit continue for more than *** days in the aggregate. Audits shall not be conducted during made hereunder more frequently than *** per VUG fiscal year and with a minimum of *** months between each audit, nor shall the first three (3) weeks of records supporting any calendar quarterStatement be audited more than ***. All Except to the extent necessary to enforce Interplay's rights hereunder, Interplay and its auditor shall keep all of the information contained in DavidsonVUG's books and records confidential, shall be kept confidential except to the extent necessary to permit enforcement of IVI's rights hereunder, and IVI agrees that not use such information inspected and/or copied on behalf of IVI hereunder shall be used only for the purposes of determining any purpose except verifying the accuracy of the Royalty Statements, and shall be revealed only not reveal such information to such any person other than employees, agents and/or representatives of IVI as necessary Interplay or its auditor who need to know such information in order for Interplay to verify the accuracy of the Royalty Statements except and who have agreed to the extent necessary keep such information confidential in accordance herewith. Therefore, VUG may require Interplay's auditor to permit enforcement of IVIexecute a reasonable non-disclosure agreement before permitting such auditor access to VUG's rights hereunderrecords. Davidson Interplay shall be furnished furnish VUG with a copy of IVIInterplay's auditor auditor's report within thirty (30) *** days after the completion of such report. In no event shall an audit with respect to any Royalty Statement rendered hereunder commence after the date on which such Royalty Statement has become incontestable pursuant to Section 6(b) above nor shall any audit continue for longer than ten (10) consecutive Within *** business days nor following VUG's receipt of the auditor's report, VUG shall audits be made hereunder more frequently than once annually nor promptly pay to Interplay any underpayment of Interplay Proceeds previously payable under this Agreement, and Interplay shall the records supporting promptly pay to VUG any such Royalty Statements be audited more than onceoverpayment of Interplay Proceeds previously paid to Interplay under this Agreement. In addition, Davidson VUG shall be responsible reimburse Interplay for all reasonable documented costs incurred by IVI Interplay to its auditor to conduct such an examination should an underpayment by VUG for the Period exceed both of five the following thresholds: (5%i) percent *** and (ii) ***.Furthermore, and ***, Interplay shall be entitled to conduct an additional follow-up audit within the *** month period following the first audit, without otherwise affecting Interplay's audit rights for the fiscal year in which the follow-up audit is conducted. Notwithstanding anything contained herein to the contrary, the audit rights described in this SECTION 11.5 shall expire *** following the expiration or greater termination of this Agreement; except that in the event of any federal or state tax audit of Interplay within the *** following the expiration or termination of this Agreement, Interplay shall be discoveredentitled to conduct an audit of VUG only if and to the extent necessary for purposes of such audit.

BOOKS OF ACCOUNT AND AUDITS. Davidson VUG shall keep books of account relating to this Agreement and the licensing and distribution of Licensed Products the Partner Product(s) on the same basis and in the same manner and for the same periods as such records are customarily kept by DavidsonVUG and reasonably sufficient for Interplay to verify VUG's Statements and the Interplay Proceeds due hereunder. IVI Interplay may, upon reasonable *** business days' prior written notice to VUG, audit such records, at VUG's offices and at its own Interplay's expense, audit with respect to such period as Interplay specifies in its written notice (the applicable records at Davidson's office"PERIOD"), in order to verify any Royalty Statements the accuracy of the applicable Statement(s) rendered hereunderhereunder for such Period. Any such audit shall be conducted only by a certified public accountant who is not held on retainer by IVI nor working on a contingency fee and *** shall take place only during reasonable business hours and in such a manner so as not to unreasonably interfere with DavidsonVUG's normal business activities. HoweverIn that regard, ***. In no event (unless unreasonable delay is caused by VUG or its representatives) shall any audit may continue on-site at VUG's offices for longer than *** consecutive business days nor shall such audit continue for more than *** days in the aggregate. Audits shall not be conducted during made hereunder more frequently than *** per VUG fiscal year and with a minimum of *** months between each audit, nor shall the first three (3) weeks of records supporting any calendar quarterStatement be audited more than ***. All Except to the extent necessary to enforce Interplay's rights hereunder, Interplay and its auditor shall keep all of the information contained in DavidsonVUG's books and records confidential, shall be kept confidential except to the extent necessary to permit enforcement of IVI's rights hereunder, and IVI agrees that not use such information inspected and/or copied on behalf of IVI hereunder shall be used only for the purposes of determining any purpose except verifying the accuracy of the Royalty Statements, and shall be revealed only not reveal such information to such any person other than employees, agents and/or representatives of IVI as necessary Interplay or its auditor who need to know such information in order for Interplay to verify the accuracy of the Royalty Statements except and who have agreed to the extent necessary keep such information confidential in accordance herewith. Therefore, VUG may require Interplay's auditor to permit enforcement of IVIexecute a reasonable non-disclosure agreement before permitting such auditor access to VUG's rights hereunderrecords. Davidson Interplay shall be furnished furnish VUG with a copy of IVIInterplay's auditor auditor's report within thirty (30) *** days after the completion of such report. In no event Within *** business days following VUG's receipt of the auditor's report, VUG shall an audit with respect promptly pay to Interplay any Royalty Statement rendered hereunder commence after the date on which such Royalty Statement has become incontestable underpayment of Interplay Proceeds previously payable under this Agreement, and Interplay *** Terms represented by this symbol are considered confidential. These confidential terms have been omitted pursuant to Section 6(ba Confidential Treatment Request filed with the Securities and Exchange Commission ("SEC") above nor and have been filed separately with the SEC. Vivendi Universal Games, Inc. Page 14 Video Game Publishing Agreement shall promptly pay to VUG any audit continue for longer than ten (10) consecutive business days nor shall audits be made hereunder more frequently than once annually nor shall the records supporting any such Royalty Statements be audited more than onceoverpayment of Interplay Proceeds previously paid to Interplay under this Agreement. In addition, Davidson VUG shall be responsible reimburse Interplay for all reasonable documented costs incurred by IVI Interplay to its auditor to conduct such an examination should an underpayment by VUG for the Period exceed both of five the following thresholds: (5%i) percent *** and (ii) ***.Furthermore, and ***, Interplay shall be entitled to conduct an additional follow-up audit within the *** month period following the first audit, without otherwise affecting Interplay's audit rights for the fiscal year in which the follow-up audit is conducted. Notwithstanding anything contained herein to the contrary, the audit rights described in this SECTION 11.5 shall expire *** following the expiration or greater termination of this Agreement; except that in the event of any federal or state tax audit of Interplay within the *** following the expiration or termination of this Agreement, Interplay shall be discoveredentitled to conduct an audit of VUG only if and to the extent necessary for purposes of such audit.