Common use of RECORDS; ACCESS Clause in Contracts

RECORDS; ACCESS. (a) During the term of this Agreement and for a period of two (2) years thereafter, Sellers shall keep and maintain proper books of record and account in which full, true and correct entries in conformity with U.S. generally accepted accounting principles and all requirements of applicable law are made of all dealings and transactions as are adequate to correctly calculate and verify the accuracy of all reports and all Royalty Interest Payments. (b) During the term of this Agreement: (i) Buyer and its representatives shall have the right, from time to time during normal business hours and upon at least fifteen (15) Business Days’ prior written notice to Sellers, but no more frequently than one (1) time per calendar year without cause, as determined by Buyer in its reasonable discretion, to visit the offices and properties of Sellers and their respective Subsidiaries where books and records relating or pertaining to the Royalty Interest Payments, the Royalties, the Royalty Interest, the Assigned Rights and the other Collateral are kept and maintained, to inspect and make extracts from and copies of such books and records, to discuss, with officers of Sellers and their respective Subsidiaries, the business, operations, properties and financial and other condition of Sellers and their respective Subsidiaries and to verify the accuracy of the reports, the Royalty Interest Payments and the Royalties. In the event any inspection of such books and records reveals any underpayment of any Royalty Interest Payment in respect of any Fiscal Quarter, Sellers shall pay promptly (but in any event within five (5) Business Days thereafter) to Buyer (i) the amount of such underpayment; and (ii) if such underpayment exceeds five percent (5%) of the Royalty Interest Payment that was required to be made in respect of such Fiscal Quarter, the reasonable out-of-pocket fees and expenses incurred by Buyer and its Affiliates in connection with such inspection will be borne by Sellers (in all other cases, such fees and expenses will be borne by Buyer and its Affiliates). All information furnished or disclosed to Buyer or any of its representatives in connection with any inspection shall constitute Confidential Information of Sellers and shall be subject to the provisions of Section 5.03. (c) Sellers shall deliver to Buyer such information and data relating or pertaining to the Royalty Interest Payments, the Royalties, the Royalty Interest, the Assigned Rights and the other Collateral as Buyer shall reasonably request, promptly upon such request. (d) Sellers shall on, on at least a quarterly basis, or more frequently if requested in writing by Buyer (such notice to be given at least ten (10) Business Days’ in advance), cause such of the executive officers and employees of Sellers as shall be reasonably identified by Buyer in such notice to meet, or, at Buyer’s option, to participate in a conference call with, Buyer for the purpose of discussing the Product and the Assigned Rights.

RECORDS; ACCESS. (a) During Prior to the term of this Agreement Termination Date and for a period of two ninety (290) years thereafterdays thereafter (or if earlier, Sellers the date of the filing of the Seller’s Quarterly Report on Form 10-Q or Annual Report on Form 10-K most recently filed after the Agreement Termination Date), Seller shall keep and maintain proper books of record and account in which full, true and correct entries in conformity with U.S. generally accepted accounting principles GAAP and all requirements of applicable law Law are made of all dealings and transactions as are adequate to calculate correctly calculate and verify the accuracy of all reports and all Royalty Interest Payments. The Parties acknowledge and agree that they shall meet within thirty (30) days after the Agreement Termination Date to confirm that an amount equal to the Maximum Royalty Interest Amount has been received by the Buyer and the Buyer Indemnified Parties and not returned to Licensee and that there are no pending claims for Buyer Indemnifiable Costs for which appropriate escrowed funds arrangements have not been established and after mutually confirming all obligations of Seller under this Agreement, other than to satisfy any Refund Requests received by Buyer, shall terminate. (b) During the term of this Agreement: (i) Buyer and its representatives shall have the right, from time to time during normal business hours and upon at least fifteen (15) Business Days’ prior written notice to SellersSeller, but no more frequently than one (1) time per calendar year without cause, as determined by Buyer in its reasonable discretionyear, to visit the offices and properties of Sellers Seller and their respective the Subsidiaries where books and records relating or pertaining to the Royalty Interest Payments, the Royalties, the Royalty Interest, the Assigned Rights and the other Collateral are kept and maintained, to inspect and make extracts from and copies of such books and records, to discuss, with officers of Sellers Seller and their respective the Subsidiaries, the business, operations, properties and financial and other condition of Sellers Seller and their respective the Subsidiaries and to verify verifying the accuracy of the reports, Reports and the Royalty Interest Payments and the Royalties. In the event any inspection of such books and records reveals any underpayment of any Royalty Interest Payment in respect of any Fiscal Quarter, Sellers shall pay promptly (but in any event within five (5) Business Days thereafter) to Buyer (i) the amount of such underpayment; and (ii) if such underpayment exceeds five percent (5%) of the Royalty Interest Payment that was required to be made in respect of such Fiscal Quarter, the reasonable out-of-pocket fees and expenses incurred by Buyer and its Affiliates in connection with such inspection will be borne by Sellers (in all other cases, such fees and expenses will be borne by Buyer and its Affiliates)Payments. All information furnished or disclosed to Buyer or any of its representatives in connection with any inspection shall constitute Confidential Information of Sellers Seller and shall be subject to the provisions of Section 5.03. (cii) Sellers Seller shall promptly deliver to Buyer such all correspondence, information and data relating or pertaining to the Royalty Interest Payments, the Royalties, the Royalty Interest, the Assigned Rights and the other Collateral as Buyer shall reasonably request, promptly upon such requestCollateral. (dc) Sellers shall onSeller shall, on at least a quarterly basis, or more frequently if requested in writing by Buyer (such notice to be given at least ten (10) Business Days’ in advance), cause such of the executive officers and employees of Sellers Seller as shall be reasonably identified by Buyer in such notice to meet, or, at Buyer’s option, to participate in a conference call with, Buyer for the purpose of discussing the Product and the Assigned Rights.

RECORDS; ACCESS. 47.1 The Parties acknowledge and agree that all records, information, and data (a"Information") During the term acquired in connection with performance or administration of this Agreement Lease shall be used and disclosed solely for a period the purpose of two (2) years thereafter, Sellers shall keep performance and maintain proper books of record and account in which full, true and correct entries in conformity with U.S. generally accepted accounting principles and all requirements of applicable law are made of all dealings and transactions as are adequate to correctly calculate and verify the accuracy of all reports and all Royalty Interest Payments. (b) During the term of this Agreement: (i) Buyer and its representatives shall have the right, from time to time during normal business hours and upon at least fifteen (15) Business Days’ prior written notice to Sellers, but no more frequently than one (1) time per calendar year without cause, as determined by Buyer in its reasonable discretion, to visit the offices and properties of Sellers and their respective Subsidiaries where books and records relating or pertaining to the Royalty Interest Payments, the Royalties, the Royalty Interest, the Assigned Rights and the other Collateral are kept and maintained, to inspect and make extracts from and copies of such books and records, to discuss, with officers of Sellers and their respective Subsidiaries, the business, operations, properties and financial and other condition of Sellers and their respective Subsidiaries and to verify the accuracy administration of the reports, contract or as required by law. Tenant acknowledges that Tenant Information in Landlord's possession may be subject to disclosure under Section 87 of the Royalty Interest Payments and the RoyaltiesNew York State Public Officer's Law ("FOIL"). In the event any inspection that such a request for disclosure is made, Landlord shall make reasonable efforts to notify Tenant of such books request prior to disclosure of the Information so that Tenant may take such action as it deems appropriate. 47.2 Tenant hereby advises Landlord that certain information furnished by Tenant to Landlord in accordance with the terms of this Lease (including, without limitation, plans, reports and records reveals financial statements) may contain trade secrets, the disclosure of which could cause harm to Tenant's competitive position. Subject to all Legal Requirements, including FOIL, Landlord will use reasonable efforts to maintain the confidentiality of all information provided by Tenant to Landlord pursuant to the terms of this Lease and which are not, to Landlord's knowledge, otherwise in the public domain or obtained from third party sources on a non-confidential basis; provided, however that the foregoing shall not restrict Landlord from making any underpayment of any Royalty Interest Payment in respect of any Fiscal Quarter, Sellers shall pay promptly (but in any event within five (5) Business Days thereafter) to Buyer (i) the amount disclosure of such underpayment; and (ii) if information as Landlord deems necessary or desirable to provide to its elected officials, employees, legal, financial and other professional advisors and/or to comply with any applicable Legal Requirements, provided that Landlord shall in each case endeavor to inform the Party to which such underpayment exceeds five percent (5%) disclosure is made that such information is confidential and of the Royalty Interest Payment confidentiality provisions of this Lease. In the event that was Landlord is required by subpoena, court order or other similar process to disclose such information or if Landlord receives any written FOIL request seeking disclosure of the materials described in this Section 47, Landlord shall, prior to complying with such subpoena, court order or similar process or FOIL request, provide Tenant with written Notice (unless Landlord is prevented from doing so under the subpoena, court order or similar process) so that Tenant shall have an opportunity to seek, at Tenant's sole cost and expense, a protective order or other appropriate remedy. If Tenant does not obtain a protective order or other remedy to preclude the disclosure of the requested materials, Tenant acknowledges that Landlord may disclose such requested materials as and to the extent required by any such subpoena, court order, similar process or FOIL request as advised by Xxxxxxxx's legal counsel and the governmental or judicial authority requiring such compliance. Tenant further acknowledges that Landlord may, given the deadlines and response requirements under FOIL, be made in respect obliged to disclose the requested materials even though Tenant is attempting at such time to obtain a protective order or other appropriate remedy to prevent the disclosure of such Fiscal Quarter, the reasonable out-of-pocket fees and expenses incurred by Buyer and its Affiliates in connection with such inspection will be borne by Sellers (in all other cases, such fees and expenses will be borne by Buyer and its Affiliates). All information furnished or disclosed to Buyer or any of its representatives in connection with any inspection shall constitute Confidential Information of Sellers and shall be subject to the provisions of Section 5.03information. (c) Sellers shall deliver to Buyer such information and data relating or pertaining to the Royalty Interest Payments, the Royalties, the Royalty Interest, the Assigned Rights and the other Collateral as Buyer shall reasonably request, promptly upon such request. (d) Sellers shall on, on at least a quarterly basis, or more frequently if requested in writing by Buyer (such notice to be given at least ten (10) Business Days’ in advance), cause such of the executive officers and employees of Sellers as shall be reasonably identified by Buyer in such notice to meet, or, at Buyer’s option, to participate in a conference call with, Buyer for the purpose of discussing the Product and the Assigned Rights.

RECORDS; ACCESS. (a) During the term of this Agreement and for a period of two (2) years [**] thereafter, Sellers Seller shall keep and maintain proper books of record and account in which full, true and correct entries in conformity with U.S. generally accepted accounting principles GAAP and all requirements of applicable law Law are made of all dealings and transactions as are adequate to correctly calculate and verify the accuracy of all reports and all Royalty Interest Payments. (b) During the term of this Agreement: (i) Buyer and its representatives shall have the right, from time to time during normal business hours and upon at least fifteen (15) Business [**] Days’ prior written notice to SellersSeller, but no more frequently than one (1) time per calendar year without cause, as determined by Buyer in its reasonable discretion, [**] to visit the offices and properties of Sellers Seller and their respective the Subsidiaries where books and records relating or pertaining to the Royalty Interest Payments, the Royalties, the Royalty Interest, the Assigned Rights Interest and the other Collateral Purchased Assets are kept and maintained, to inspect and make extracts from and copies of such books and records, to discuss, with officers of Sellers and their respective Subsidiaries, the business, operations, properties and financial and other condition of Sellers and their respective Subsidiaries [**] and to verify verifying the accuracy of the reports, reports and the Royalty Interest Payments and the RoyaltiesPayments. In the event any inspection of such books and records reveals any underpayment of any Royalty Interest Payment in respect of any Fiscal Quartercalendar quarter, Sellers Seller shall pay promptly (but in any event within five (5) Business Days [**] thereafter) to Buyer (ix) the amount of such underpayment; and and (iiy) if such underpayment exceeds five percent (5%) [**] of the Royalty Interest Payment that was required to be made in respect of such Fiscal Quarter, the reasonable out-of-pocket fees and expenses incurred by Buyer and its Affiliates in connection with such inspection will be borne by Sellers calendar quarter [**]. (in all other cases, such fees and expenses will be borne by Buyer and its Affiliates). ii) All information furnished or disclosed to Buyer or any of its representatives in connection with any inspection shall constitute Confidential Information of Sellers Seller and shall be subject to the provisions of Section 5.03. (ciii) Sellers Subject to Section 5.03(h), Seller shall deliver to Buyer such information and data relating or pertaining to the Royalty Interest Payments, the Royalties, Royalty Interest or the Royalty Interest, the Assigned Rights and the other Collateral Purchased Assets as Buyer shall reasonably request, promptly upon such request[**]. (dc) Sellers Seller shall on, on at least a quarterly [**] basis, or more frequently if requested in writing by Buyer (such notice to be given at least ten (10) Business Days’ [**] in advance), cause such of the executive officers and employees of Sellers Seller as shall be reasonably identified by [**] Buyer in such notice to meetmeet (virtually or in person), or, at Buyer’s option, to participate in a conference call with, Buyer for the purpose of discussing the Product and the Assigned Rights[**].

RECORDS; ACCESS. (a) During the term The Parties acknowledge and agree that all records, information, and data (“Information”) acquired in connection with performance or administration of this Agreement Lease shall be used and disclosed solely for the purpose of performance and administration of this Lease or as required by Legal Requirements. Tenant acknowledges that Xxxxxx’s Information in Landlord’s possession may be subject to disclosure under Section 87 of the New York State Public Officer’s Law (“FOIL”). In the event that such a period request for disclosure is made, Landlord shall make reasonable efforts to notify Tenant of two (2) years thereafter, Sellers shall keep and maintain proper books such request prior to disclosure of record and account in which full, true and correct entries in conformity with U.S. generally accepted accounting principles and all requirements of applicable law are made of all dealings and transactions the Information so that Tenant may take such action as are adequate to correctly calculate and verify the accuracy of all reports and all Royalty Interest Paymentsit deems appropriate. (b) During Tenant hereby advises Landlord that certain information furnished by Tenant to Landlord in accordance with the term terms of this Agreement: Lease (iincluding, without limitation, plans, reports and financial statements) Buyer may contain trade secrets, the disclosure of which could cause harm to Tenant’s competitive position. Subject to all applicable Legal Requirements, including FOIL, Landlord will use reasonable efforts to maintain the confidentiality of all information provided by Tenant to Landlord pursuant to the terms of this Lease and its representatives shall have the right, from time to time during normal business hours and upon at least fifteen (15) Business Days’ prior written notice to Sellers, but no more frequently than one (1) time per calendar year without cause, as determined by Buyer in its reasonable discretionwhich are not, to visit Landlord’s knowledge, otherwise in the offices and properties of Sellers and their respective Subsidiaries where books and records relating public domain or pertaining to obtained from third-party sources on a non-confidential basis; provided, however, that the Royalty Interest Payments, the Royalties, the Royalty Interest, the Assigned Rights and the other Collateral are kept and maintained, to inspect and make extracts foregoing shall not restrict Landlord from and copies making any disclosure of such books and recordsinformation as Landlord deems necessary or desirable to provide to its elected officials, to discussemployees, with officers of Sellers and their respective Subsidiarieslegal, the business, operations, properties and financial and other condition of Sellers professional advisors and/or to comply with any applicable Legal Requirements, provided that Landlord shall in each case endeavor to inform the party to which such disclosure is made that such information is confidential and their respective Subsidiaries and to verify the accuracy of the reports, the Royalty Interest Payments and the Royaltiesconfidentiality provisions of this Lease. In the event that Landlord is required by subpoena, court order or other similar process to disclose such information or if Landlord receives any inspection written FOIL request seeking disclosure of the materials described in this Section 17.27, Landlord shall, prior to complying with such subpoena, court order or similar process or FOIL request, provide Tenant with written notice (unless Landlord is prevented from doing so under the subpoena, court order or similar process) so that Tenant shall have an opportunity to seek, at Xxxxxx’s sole cost and expense, a protective order or other appropriate remedy. If Tenant does not obtain a protective order or other remedy to preclude the disclosure of the requested materials, Tenant acknowledges that Landlord may disclose such requested materials as and to the extent required by any such subpoena, court order, similar process or FOIL request as advised by Xxxxxxxx’s legal counsel and the governmental or judicial authority requiring such compliance. Tenant further acknowledges that Landlord may, given the deadlines and response requirements under FOIL, be obliged to disclose the requested materials even though Tenant is attempting at such time to obtain a protective order or other appropriate remedy to prevent the disclosure of such books and records reveals any underpayment of any Royalty Interest Payment in respect of any Fiscal Quarter, Sellers shall pay promptly (but in any event within five (5) Business Days thereafter) to Buyer (i) the amount of such underpayment; and (ii) if such underpayment exceeds five percent (5%) of the Royalty Interest Payment that was required to be made in respect of such Fiscal Quarter, the reasonable out-of-pocket fees and expenses incurred by Buyer and its Affiliates in connection with such inspection will be borne by Sellers (in all other cases, such fees and expenses will be borne by Buyer and its Affiliates). All information furnished or disclosed to Buyer or any of its representatives in connection with any inspection shall constitute Confidential Information of Sellers and shall be subject to the provisions of Section 5.03information. (c) Sellers shall deliver to Buyer such information and data relating or pertaining to the Royalty Interest Payments, the Royalties, the Royalty Interest, the Assigned Rights and the other Collateral as Buyer shall reasonably request, promptly upon such request. (d) Sellers shall on, on at least a quarterly basis, or more frequently if requested in writing by Buyer (such notice to be given at least ten (10) Business Days’ in advance), cause such of the executive officers and employees of Sellers as shall be reasonably identified by Buyer in such notice to meet, or, at Buyer’s option, to participate in a conference call with, Buyer for the purpose of discussing the Product and the Assigned Rights.

RECORDS; ACCESS. On the Closing Date, the Sellers shall deliver or cause to be delivered to the Buyer all the original Contracts, documents, records, books, books of account, invoices and files of the Acquired Companies or relating to the Acquired Operations (collectively, “Records”), subject to the following exceptions: (a) During the term Buyer recognizes that certain Records may contain incidental information relating to the Sellers or may relate primarily to Excluded Assets and/or Excluded Liabilities and that the Sellers may retain such Records and shall provide copies of this Agreement and for a period of two (2) years thereafter, Sellers shall keep and maintain proper books of record and account in which full, true and correct entries in conformity with U.S. generally accepted accounting principles and all requirements of applicable law are made of all dealings and transactions as are adequate the relevant portions thereof to correctly calculate and verify the accuracy of all reports and all Royalty Interest Payments.Buyer; (b) During the term Sellers may retain any Tax Returns and any Records relating thereto (including payroll Records and paid invoices). The Buyer shall be provided with copies of such Tax Returns and Records only to the extent that they relate to the Acquired Companies, the Acquired Operations or the Acquired Assets or to the Buyer’s obligations under this Agreement: . The Sellers shall not dispose of or destroy such Records without first offering to turn over possession thereof to the Buyer (iat the Buyer’s expense) Buyer and its representatives shall have the right, from time to time during normal business hours and upon at least fifteen (15) Business Days’ prior by written notice to Sellers, but no more frequently than one (1) time per calendar year without cause, as determined by the Buyer in its reasonable discretion, to visit the offices and properties of Sellers and their respective Subsidiaries where books and records relating or pertaining at least 60 days prior to the Royalty Interest Payments, the Royalties, the Royalty Interest, the Assigned Rights and the other Collateral are kept and maintained, to inspect and make extracts from and copies proposed date of such books and records, to discuss, with officers of Sellers and their respective Subsidiaries, the business, operations, properties and financial and other condition of Sellers and their respective Subsidiaries and to verify the accuracy of the reports, the Royalty Interest Payments and the Royalties. In the event any inspection of such books and records reveals any underpayment of any Royalty Interest Payment in respect of any Fiscal Quarter, Sellers shall pay promptly (but in any event within five (5) Business Days thereafter) to Buyer (i) the amount of such underpaymentdisposition or destruction; and (ii) if such underpayment exceeds five percent (5%) of the Royalty Interest Payment that was required to be made in respect of such Fiscal Quarter, the reasonable out-of-pocket fees and expenses incurred by Buyer and its Affiliates in connection with such inspection will be borne by Sellers (in all other cases, such fees and expenses will be borne by Buyer and its Affiliates). All information furnished or disclosed to Buyer or any of its representatives in connection with any inspection shall constitute Confidential Information of Sellers and shall be subject to the provisions of Section 5.03. (c) the Sellers shall deliver to Buyer such information and data may retain all Records exclusively relating to, or pertaining to the Royalty Interest Paymentsthat themselves are, the Royalties, the Royalty Interest, the Assigned Rights and the other Collateral as Buyer shall reasonably request, promptly upon such requestExcluded Assets. (d) After the Closing, upon reasonable written notice, the Buyer and the Sellers shall on, on at least a quarterly basis, agree to furnish or more frequently if requested in writing by Buyer (such notice cause to be given at least ten furnished to each other and their representatives, employees, counsel and accountants reasonable access, during normal business hours, to such information and Records pertinent to the Acquired Operations and assistance (10relating to the Acquired Operations) Business Days’ as is reasonably necessary for financial reporting, benefits administration and accounting matters, the preparation and filing of any Tax Returns or other filings required to be made with any Governmental Authority, the defense of any Tax claim or assessment or other claim or in advance)respect of other legitimate matters related to Taxes; provided, cause however, that such access does not unreasonably disrupt the normal operations of the executive officers and employees of Sellers as shall be reasonably identified by Sellers, the Buyer in such notice to meet, or, at Buyer’s option, to participate in a conference call with, Buyer for or the purpose of discussing the Product and the Assigned RightsAcquired Operations.

RECORDS; ACCESS. (a) During Not later than two Business Days after the term date hereof, each of Olivetti and Wang shall designate an appropriate number of representatives (respectively, the "Olivetti Records Representatives" and the "Wang Records Representatives") to: (i) identify all original agreements, documents, books, records and files relating to the Business, Olsy, Olsy Japan, Olsy Brazil or any Controlled Subsidiary (or any Subsidiary or Olsy Japan Subsidiary, if any) or any asset, property, Contract, Intellectual Property, right, privilege, franchise, operation, business, liability or obligation of any of the foregoing which are in the possession of Olivetti or an Olivetti Affiliate (the "Olsy Records") and (ii) prepare copies of any of the Olsy Records which also relate to Olivetti or an Olivetti Affiliate which Olivetti elects to retain. Olivetti and Wang, respectively, shall cause the Olivetti Records Representatives and the Wang Records Representatives to work in a cooperative fashion. As soon as practicable after the Closing (but not later than 90 days thereafter), Olivetti shall deliver the Olsy Records to Olsy. On the Closing Date, Olivetti shall deliver or cause to be delivered to Olsy or a Major Subsidiary the contents of the so-called data rooms established in connection with the transactions contemplated by this Agreement and for a period as existing as of two (2) years thereafter, Sellers shall keep and maintain proper books the date hereof; Olivetti may copy the contents of record and account in which full, true and correct entries in conformity with U.S. generally accepted accounting principles and all requirements of applicable law are made of all dealings and transactions as are adequate such data rooms prior to correctly calculate and verify the accuracy of all reports and all Royalty Interest Paymentsdelivery thereof. (b) During After the term of this Agreement: (i) Buyer Closing and upon reasonable notice, Olivetti shall give, or cause to be given, to Wang and its designated representatives shall have access to any agreements, documents, books, records or files containing information concerning Olsy, Olsy Japan, Olsy Brazil or any Controlled Subsidiary (or any Subsidiary or 93 102 Olsy Japan Subsidiary, if any) or the right, from time Drop-Down not delivered pursuant to time during normal business hours and upon at least fifteen (15Section 6.9(a) Business Days’ relating to periods prior written notice to Sellers, but no more frequently than one (1) time per calendar year without cause, as determined by Buyer in its reasonable discretion, to visit the offices and properties of Sellers and their respective Subsidiaries where books and records relating or pertaining to the Royalty Interest PaymentsClosing, and Olivetti shall permit such persons to examine and copy such books, records or files to the Royaltiesextent requested by Wang, the Royalty Interestat Wang's expense, the Assigned Rights and the other Collateral are kept and maintained, to inspect and make extracts from and copies of such books and records, to discuss, with officers of Sellers and their respective Subsidiaries, the business, operations, properties and financial and other condition of Sellers and their respective Subsidiaries and to verify the accuracy of the reports, the Royalty Interest Payments and the Royalties. In the event any inspection of such books and records reveals any underpayment of any Royalty Interest Payment in respect of any Fiscal Quarter, Sellers shall pay promptly (but in any event within five (5) Business Days thereafter) to Buyer (i) the amount of such underpayment; and (ii) if such underpayment exceeds five percent (5%) of the Royalty Interest Payment that was required to be made in respect of such Fiscal Quarter, the reasonable out-of-pocket fees and expenses incurred by Buyer and its Affiliates in connection with such inspection will be borne by Sellers (in all other casestax and financial reporting matters, such fees and expenses will be borne by Buyer and its Affiliates). All information furnished or disclosed to Buyer tax audits or any pending or threatened litigation or other proceeding in which Wang, Olsy, Olsy Japan, Olsy Brazil or any Controlled Subsidiary is involved. After the Closing, Olivetti shall direct the employees of its representatives Olivetti and Olivetti Affiliates, upon reasonable notice from Wang or Olsy, to be reasonably available to Wang or Olsy for the purpose of assisting Wang or Olsy in connection with any inspection matter referred to in the preceding sentence (provided that if such assistance requires any such personnel to be absent from their place of employment, Wang or Olsy shall constitute Confidential Information reimburse such personnel's employer for the cost of Sellers such absence and shall be subject to the provisions of Section 5.03any travel costs incurred by such employee in providing such assistance). (c) Sellers After the Closing and upon reasonable notice, Wang shall deliver give, or cause to Buyer such information be given, to Olivetti and data its designated representatives access to any agreements, documents, books, records and files of Olsy, Olsy Japan, Olsy Brazil or any Controlled Subsidiary (or any Subsidiary or Olsy Japan Subsidiary, if any) relating or pertaining to periods prior to the Royalty Interest PaymentsClosing, and Wang shall permit such persons to examine and copy such books, records and files to the Royaltiesextent requested by Olivetti, at Olivetti's expense, in connection with tax and financial reporting matters, tax audits or any pending or threatened litigation or other proceeding in which Olivetti is involved and which involves or arises out of the Royalty Interestownership or operation of the Business, Olsy, Olsy Japan, Olsy Brazil or any Controlled Subsidiary by Olivetti. After the Assigned Rights Closing, Wang shall direct the employees of Olsy, Olsy Japan, Olsy Brazil and the other Collateral as Buyer Controlled Subsidiaries, upon reasonable notice from Olivetti, to be reasonably available to Olivetti for the purpose of assisting Olivetti in connection with any matter referred to in the preceding sentence (provided that if such assistance requires any such personnel to be absent from their place of employment, Olivetti shall reasonably request, promptly upon reimburse such requestpersonnel's employer for the cost of such absence and any travel costs incurred by such employee in providing such assistance). (d) Sellers Olivetti and Wang acknowledge that in certain circumstances it may be necessary for them and their designated representatives to have access to, and to present to third parties, the originals of the agreements, documents, books, records and files referred to in Sections 6.9(a) or (b) and each shall on, on at least a quarterly basisgive, or more frequently if requested in writing by Buyer (such notice cause to be given at least ten (10) Business Days’ in advance)given, cause to the other and its designated representatives access to such originals and, with the written assurance of the executive officers other to return such originals, shall permit the other to present such originals to third parties. (e) Olivetti shall retain, and employees after the Closing Wang shall cause each of Sellers as shall be reasonably identified by Buyer in such notice to meetOlsy, orOlsy Japan, at Buyer’s option, to participate in a conference call with, Buyer for the purpose of discussing the Product Olsy Brazil and the Assigned RightsControlled Subsidiaries to retain, any agreements, documents, books, records or files relating to the Business, Olsy, Olsy Japan, Olsy Brazil or any Controlled Subsidiary (or any Subsidiary or Olsy Japan Subsidiary, if any) for not less than six years, and Olivetti shall notify Wang, and Wang shall cause each of Olsy, Olsy Japan, Olsy Brazil and the Controlled Subsidiaries to notify Olivetti, not less than 30 days prior to the destruction of any documents, books, records or files.

RECORDS; ACCESS. ‌ 47.1 The parties acknowledge and agree that all records, information, and data (a"Information") During the term acquired in connection with performance or administration of this Agreement Lease shall be used and disclosed solely for a period the purpose of two (2) years thereafter, Sellers shall keep performance and maintain proper books of record and account in which full, true and correct entries in conformity with U.S. generally accepted accounting principles and all requirements of applicable law are made of all dealings and transactions as are adequate to correctly calculate and verify the accuracy of all reports and all Royalty Interest Payments. (b) During the term of this Agreement: (i) Buyer and its representatives shall have the right, from time to time during normal business hours and upon at least fifteen (15) Business Days’ prior written notice to Sellers, but no more frequently than one (1) time per calendar year without cause, as determined by Buyer in its reasonable discretion, to visit the offices and properties of Sellers and their respective Subsidiaries where books and records relating or pertaining to the Royalty Interest Payments, the Royalties, the Royalty Interest, the Assigned Rights and the other Collateral are kept and maintained, to inspect and make extracts from and copies of such books and records, to discuss, with officers of Sellers and their respective Subsidiaries, the business, operations, properties and financial and other condition of Sellers and their respective Subsidiaries and to verify the accuracy administration of the reports, contract or as required by law. Tenant acknowledges that Tenant Information in Landlord's possession may be subject to disclosure under Section 87 of the Royalty Interest Payments and the RoyaltiesNew York State Public Officer's Law ("FOIL"). In the event any inspection that such a request for disclosure is made, Landlord shall make reasonable efforts to notify Tenant of such books request prior to disclosure of the Information so that Tenant may take such action as it deems appropriate. 47.2 Tenant hereby advises Landlord that certain information furnished by Tenant to Landlord in accordance with the terms of this Lease (including, without limitation, plans, reports and records reveals financial statements) may contain trade secrets, the disclosure of which could cause harm to Tenant's competitive position. Subject to all Legal Requirements, including FOIL, Landlord will use reasonable efforts to maintain the confidentiality of all information provided by Tenant to Landlord pursuant to the terms of this Lease and which are not, to Landlord's knowledge, otherwise in the public domain or obtained from third party sources on a non-confidential basis; provided, however that the foregoing shall not restrict Landlord from making any underpayment of any Royalty Interest Payment in respect of any Fiscal Quarter, Sellers shall pay promptly (but in any event within five (5) Business Days thereafter) to Buyer (i) the amount disclosure of such underpayment; and (ii) if information as Landlord deems necessary or desirable to provide to its elected officials, employees, legal, financial and other professional advisors and/or to comply with any applicable Legal Requirements, provided that Landlord shall in each case endeavor to inform the party to which such underpayment exceeds five percent (5%) disclosure is made that such information is confidential and of the Royalty Interest Payment confidentiality provisions of this Lease. In the event that was Landlord is required by subpoena, court order or other similar process to disclose such information or if Landlord receives any written FOIL request seeking disclosure of the materials described in this Section 47, Landlord shall, prior to complying with such subpoena, court order or similar process or FOIL request, provide Tenant with written Notice (unless Landlord is prevented from doing so under the subpoena, court order or similar process) so that Tenant shall have an opportunity to seek, at Tenant's sole cost and expense, a protective order or other appropriate remedy. If Tenant does not obtain a protective order or other remedy to preclude the disclosure of the requested materials, Tenant acknowledges that Landlord may disclose such requested materials as and to the extent required by any such subpoena, court order, similar process or FOIL request as advised by Landlord's legal counsel and the governmental or judicial authority requiring such compliance. Tenant further acknowledges that Landlord may, given the deadlines and response requirements under FOIL, be made in respect obliged to disclose the requested materials even though Tenant is attempting at such time to obtain a protective order or other appropriate remedy to prevent the disclosure of such Fiscal Quarter, the reasonable out-of-pocket fees and expenses incurred by Buyer and its Affiliates in connection with such inspection will be borne by Sellers (in all other cases, such fees and expenses will be borne by Buyer and its Affiliates). All information furnished or disclosed to Buyer or any of its representatives in connection with any inspection shall constitute Confidential Information of Sellers and shall be subject to the provisions of Section 5.03information. (c) Sellers shall deliver to Buyer such information and data relating or pertaining to the Royalty Interest Payments, the Royalties, the Royalty Interest, the Assigned Rights and the other Collateral as Buyer shall reasonably request, promptly upon such request. (d) Sellers shall on, on at least a quarterly basis, or more frequently if requested in writing by Buyer (such notice to be given at least ten (10) Business Days’ in advance), cause such of the executive officers and employees of Sellers as shall be reasonably identified by Buyer in such notice to meet, or, at Buyer’s option, to participate in a conference call with, Buyer for the purpose of discussing the Product and the Assigned Rights.