Common use of Records and Adjustments Clause in Contracts

Records and Adjustments. (a) GCAST shall keep full, clear and accurate records with respect to all LICENSED PRODUCTS sold, leased or otherwise disposed of and sublicenses granted pursuant to Section 2.03 and shall furnish any relevant information which LUCENT may reasonably prescribe from time to time to enable LUCENT to ascertain the proper royalty due hereunder on account of LICENSED PRODUCTS sold, leased and otherwise disposed of by GCAST or any of its SUBSIDIARIES and on account of sublicenses granted, by GCAST hereunder. GCAST shall retain such records for at least seven (7) years from the granting of each sublicense and from the **Confidential treatment has been requested with respect to certain information contained in this document. Confidential portions have been omitted from the public filing and have been filed separately with the Securities and Exchange Commission. 10 sale, lease or putting into use of such LICENSED PRODUCTS. No more than once per year, LUCENT shall have the right through its mutually acceptable accredited auditors to make an examination, during normal business hours, of all records and accounts bearing upon the amount of royalty payable to it hereunder provided that such auditors agree to maintain the confidentiality of such records and accounts. Prompt adjustment shall be made to compensate for any errors or omissions disclosed by such examination. In the event that a previous audit has revealed a deficiency of greater than five percent (5%) of the total amount owed LUCENT over at least a year, LUCENT may audit GCAST twice per year in the manner provided above. (b) Independent of any such examination, LUCENT will credit to GCAST the amount of any overpayment of royalties made in error which is identified and fully explained in a written notice to LUCENT delivered within twelve (12) months after the due date of the payment which included such alleged overpayment, provided that LUCENT is able to verify, to its own satisfaction, the existence and extent of the overpayment.

Records and Adjustments. (a) GCAST INTRALASE shall keep full, clear and accurate records with respect to all LICENSED PRODUCTS sold, leased or otherwise disposed of and sublicenses granted pursuant to Section 2.03 and shall furnish any relevant information which LUCENT AGERE may reasonably prescribe from time to time to enable LUCENT AGERE to ascertain the proper royalty due hereunder on account of LICENSED PRODUCTS products sold, leased and otherwise disposed of put into use by GCAST INTRALASE or any of its SUBSIDIARIES and on account of sublicenses granted, by GCAST hereunderRELATED COMPANIES. GCAST INTRALASE shall retain such records with respect to each LICENSED PRODUCT for at least seven five (75) years from the granting of each sublicense and from the **Confidential treatment has been requested with respect to certain information contained in this document. Confidential portions have been omitted from the public filing and have been filed separately with the Securities and Exchange Commission. 10 sale, lease or putting into use of such LICENSED PRODUCTSPRODUCT. No more than once per year, LUCENT AGERE shall have the right through its mutually acceptable accredited auditors no more than once every year to make an examinationexamination after notice of at least thirty (30) days, during normal business hours, of all records and accounts bearing upon the amount of royalty payable to it hereunder provided that such auditors agree to maintain the confidentiality of such records and accountshereunder. Prompt adjustment shall be made to compensate for any errors or omissions disclosed by such examination, provided AGERE gives INTRALASE notice, in writing, of such underpayment within thirty (30) days of the completion of such audit. Such notice shall contain the report of such auditors and shall include the data which formed the *** Material has been omitted pursuant to a request for confidential treatment. basis for such underpayment calculation. AGERE shall be responsible for all its costs of an audit unless the audit revealed an underpayment by INTRALASE of at least ten percent (10%) for the audited period. In such an event, INTRALASE shall be responsible for AGERE’s reasonable out-of-pocket costs for such accredited auditors to conduct the event that a previous audit has revealed a deficiency of greater than five percent (5%) of the total amount owed LUCENT over at least a year, LUCENT may audit GCAST twice per year in the manner provided aboveaudit. (b) Independent of any such examination, LUCENT AGERE will credit to GCAST INTRALASE the amount of any overpayment of royalties made in error which is identified and fully explained in a written notice to LUCENT AGERE delivered within twelve (12) months after the due date of the payment which included such alleged overpayment, provided that LUCENT AGERE is able to verify, to its own satisfaction, the existence and extent of the overpayment. (c) No refund, credit or other adjustment of royalty payments shall be made by AGERE except as provided in Sections 2.01(c) and 2.03. Rights conferred by this Section 2.03 shall not be affected by any statement appearing on any check or other document, except to the extent that any such right is expressly waived or surrendered by a party having such right and signing such statement.

Records and Adjustments. (a) GCAST WS shall keep full, clear and accurate records with respect to all LICENSED PRODUCTS sold, leased or otherwise disposed of and sublicenses granted pursuant to Section 2.03 and shall furnish any relevant information which LUCENT GRL may reasonably prescribe from time to time to enable LUCENT GRL to ascertain the proper royalty due hereunder on account of LICENSED PRODUCTS products sold, leased and otherwise disposed of put into use by GCAST WS or any of its SUBSIDIARIES and on account RELATED COMPANIES. Such records should include all records showing revenues attributable to the sale, lease or furnishing of sublicenses granted, by GCAST hereunderany LICENSED PRODUCTS prior to reaching the Royalty Accrual Level. GCAST WS shall retain such records with respect to each LICENSED PRODUCT for at least seven (7) years from the granting of each sublicense and from the **Confidential treatment has been requested with respect to certain information contained in this document. Confidential portions have been omitted from the public filing and have been filed separately with the Securities and Exchange Commission. 10 sale, lease or putting into use of such LICENSED PRODUCTSPRODUCT. No more than once per year, LUCENT GRL shall have the right through its mutually acceptable accredited auditors and at its own expense, to make an examination, during normal business hourshours and upon reasonable notice and no more than once in any twelve (12) month period, of all records and accounts bearing upon the amount of royalty payable to it hereunder provided that such auditors agree to maintain the confidentiality of such records and accountshereunder. Prompt adjustment Adjustment shall be made within sixty (60) days to compensate for any errors or omissions disclosed by such examination. In the event that a previous audit has revealed a deficiency of greater than five percent (5%) of the total amount owed LUCENT over at least a year, LUCENT may audit GCAST twice per year in the manner provided above. (b) Independent of any such examination, LUCENT GRL will credit to GCAST WS the amount of any overpayment of royalties made in error which is identified and fully explained in a written notice to LUCENT GRL delivered within twelve (12) months after the due date of the payment which included such alleged overpayment, provided that LUCENT GRL is able to verify, to its own reasonable satisfaction, the existence and extent of the overpayment. (c) No refund, credit or other adjustment of royalty payments shall be made by LUCENT GRL except as provided in this Section 2.04. Rights conferred by this Section 2.04 shall not be affected by any statement appearing on any check or other document, except to the extent that any such right is expressly waived or surrendered by a Party having such right and signing such statement. XX XXXXX XXX-XXX-000000

Records and Adjustments. (a) GCAST Licensee shall keep full, clear and accurate records with respect to (i) any and all LICENSED PRODUCTS soldLicensed Activities and Licensed Products and (ii) any and all Direct Revenue, leased or otherwise disposed of Indirect Revenue and sublicenses granted pursuant to Section 2.03 Excluded Revenue, and shall furnish any relevant information which LUCENT Nokia may reasonably prescribe from time to time to enable LUCENT Nokia to ascertain the proper royalty fee amounts due hereunder on account of LICENSED PRODUCTS soldthe Licensed Activities and selling, leased and otherwise disposed leasing or putting into use of by GCAST or any of its SUBSIDIARIES and on account of sublicenses granted, by GCAST hereunderLicensed Products. GCAST Licensee shall retain such records with respect to (i) any and all Licensed Activities and each Licensed Product for at least seven five (75) years from the granting date of each sublicense and from such Licensed Activities or the **Confidential treatment has been requested with respect to certain information contained in this document. Confidential portions have been omitted from the public filing and have been filed separately with the Securities and Exchange Commission. 10 sale, lease or putting into use of such LICENSED PRODUCTSLicensed Product, and (ii) any and all Direct Revenue, Indirect Revenue and Excluded Revenue for at least five (5) years from the date of having earned such revenue. No Not more than once per calendar year, LUCENT Nokia shall have the right through its mutually acceptable accredited auditors to make an examination, following advance notice and during normal business hours, of all records and accounts bearing upon the amount of royalty payable to it hereunder provided that such auditors agree (including but not limited to maintain the confidentiality of such any and all records and accountsaccounts relating to Direct Revenue, Indirect Revenue and Excluded Revenue), and the audit results will be maintained as confidential among the auditors and Nokia pursuant to Section 5.14 of this Agreement. Prompt adjustment Adjustments shall be made within sixty (60) days to compensate for any errors or omissions disclosed by such examination. In the event that If such audit discloses a previous audit has revealed a deficiency reported error of greater than five four percent (54%) or greater with respect to the reported sums paid to Nokia by Licensee during the applicable period subject to such audit, Licensee shall fully reimburse Nokia, promptly upon demand, for the reasonable fees and disbursements for completing such audit. Otherwise, Nokia shall be responsible for the cost of the total amount owed LUCENT over at least a year, LUCENT may audit GCAST twice per year in the manner provided aboveeach such audit. (b) Independent of any such examination, LUCENT Nokia will credit to GCAST Licensee the amount of any overpayment of royalties made in error which is identified and fully explained in a written notice to LUCENT Nokia delivered within twelve three (123) months after the due date of the payment which included such alleged overpayment, provided that LUCENT Nokia is able to verify, to its own satisfaction, the existence and extent of the overpayment. (c) No refund, credit or other adjustment of fee payments shall be made by Nokia hereunder except as provided in this Section 3.06. Rights conferred by this Section 3.06 shall not be affected by any statement appearing on any check or other document, except to the extent that any such right is expressly waived or surrendered by a Party having such right and signing such statement.

Records and Adjustments. (a) GCAST LICENSEE shall keep full, clear and accurate records with respect to all LICENSED PRODUCTS soldand their FAIR MARKET VALUES, leased or otherwise disposed of and sublicenses granted pursuant to Section 2.03 and shall furnish any relevant information which LUCENT LUCENT-GRL may reasonably prescribe from time to time to enable LUCENT LUCENT-GRL to ascertain the proper royalty due hereunder on account of LICENSED PRODUCTS sold, leased and otherwise disposed of by GCAST or any of its SUBSIDIARIES and on account of sublicenses granted, by GCAST hereunder. GCAST LICENSEE shall retain such records with respect to LICENSED PRODUCTS and FAIR MARKET VALUES for at least seven five (75) years from the granting of each sublicense and from the **Confidential treatment has been requested with respect to certain information contained in this documentyears. Confidential portions have been omitted from the public filing and have been filed separately with the Securities and Exchange Commission. 10 sale, lease or putting into use of such LICENSED PRODUCTS. No Not more than once per calendar year, LUCENT LUCENT-GRL shall have the right through its mutually acceptable independent accredited auditors to make an examination, following advance notice and during normal business hours, of all records and accounts bearing upon the amount of royalty payable to it hereunder provided that hereunder, and the audit results will be maintained as confidential among the auditors, and LUCENT-GRL, and LICENSEE pursuant to Section 1.07 of this Agreement. LICENSEE shall have the right to review any errors or omissions disclosed by such auditors agree to maintain examination and discuss such errors or omissions with the confidentiality of such records and accountsauditors. Prompt adjustment Adjustments shall be made within sixty (60) days to compensate for any errors or omissions disclosed by such examination. In the event that a previous audit has revealed a deficiency of greater than five percent , except if within such sixty (5%60) days of the total amount owed LUCENT over at least completion of the examination, LICENSEE requests to review the errors or omissions disclosed by such examination, then adjustments shall be made within thirty (30) days of such errors and omissions being furnished to LICENSEE. If such audit discloses a yearreported error of ***********or greater with respect to the reported sums paid to LUCENT-GRL by LICENSEE during the applicable period subject to such audit, LUCENT may audit GCAST twice per year in LICENSEE shall fully reimburse LUCENT-GRL, promptly upon demand, for the manner provided abovereasonable fees and disbursements for completing such audit. Otherwise, LUCENT-GRL shall be responsible for the cost of each such audit. (b) Independent of any such examination, LUCENT LUCENT-GRL will credit to GCAST LICENSEE the amount of any overpayment of royalties made in error which is identified and identified, fully explained and verified by LICENSEE's independent, accredited auditors in a written notice to LUCENT LUCENT-GRL delivered within twelve nine (129) months after the due date of the payment which included such alleged overpayment. LUCENT-GRL shall have the right, provided that LUCENT is able pursuant to verifythe provisions of Section 2.03(a), to verify to its own satisfaction, the existence and extent of the overpayment. (c) No refund, credit or other adjustment of royalty payments shall be made by LUCENT-GRL except as provided in this Section 2.03. Rights conferred by this Section 2.03 shall not be SUPERCONDUCTOR TECHNOLOGIES INC. -REQUESTED CONFIDENTIAL TREATMENT affected by any statement appearing on any check or other document, except to the extent that any such right is expressly waived or surrendered by a Party having such right and signing such statement.

Records and Adjustments. (a) GCAST Any entity potentially obligated to pay royalties under Section 2.02, hereinafter referred to as "the Entity", shall keep full, clear and accurate records with respect to all LICENSED PRODUCTS sold, leased or otherwise disposed of and sublicenses granted pursuant to Section 2.03 and shall furnish any relevant information which LUCENT may reasonably prescribe from time to time so as to enable LUCENT GRL to ascertain the proper royalty due hereunder on account of LICENSED PRODUCTS sold, leased and otherwise disposed of by GCAST or any of its SUBSIDIARIES and on account of sublicenses granted, by GCAST hereunderthereunder. GCAST The Entity shall retain such records with respect to each product for at least seven five (75) years from the granting of each sublicense and from the **Confidential treatment has been requested with respect to certain information contained in this document. Confidential portions have been omitted from the public filing and have been filed separately with the Securities and Exchange Commission. 10 sale, lease or putting into use of such LICENSED PRODUCTSproduct. No more than once per year, LUCENT GRL shall have the right through its mutually acceptable accredited auditors an independent, nationally recognized accounting firm (hereinafter "auditors") to make an examination, during normal business hours, but upon at least fourteen (14) calendar days notice, of all records and accounts bearing upon the amount of royalty payable to it hereunder provided that such under Section 2.02. LUCENT GRL's right to have auditors agree to maintain inspect the confidentiality of such Entity's records and accountsaccounts shall be limited to one audit per calendar year, unless the immediately previous audit revealed an underpayment by the Entity of at least ten percent (10%) for the audited period. Prompt adjustment shall be made to compensate for any errors or omissions disclosed by such examination. In the event that a previous audit has revealed a deficiency of greater than five percent (5%) of the total amount owed LUCENT over at least a year, LUCENT may audit GCAST twice per year in the manner provided above. (b) Independent of any such examination, LUCENT GRL will credit to GCAST the Entity against future royalty payments, provided there are any, the amount of any overpayment of royalties made in error which is identified and fully explained in a written notice to LUCENT GRL delivered within twelve one (121) months year after the due date of the payment which included such alleged overpayment, provided that LUCENT GRL is able to verify, to its own satisfaction, the existence and extent of the overpayment. (c) No refund, credit or other adjustment of royalty payments shall be made by LUCENT GRL except as provided in this Section 2.04. Rights conferred by this * Confidential Treatment Requested ACTIVE VOICE-BILAT-PLA-RRA - 9/30/99 LUCENT GRL PROPRIETARY & CONFIDENTIAL

Records and Adjustments. (a) GCAST WS shall keep full, clear and accurate records with respect to all LICENSED PRODUCTS sold, leased or otherwise disposed of and sublicenses granted pursuant to Section 2.03 and shall furnish any relevant information which LUCENT GRL may reasonably prescribe from time to time to enable LUCENT GRL to ascertain the proper royalty due hereunder on account of LICENSED PRODUCTS products sold, leased and otherwise disposed of put into use by GCAST WS or any of its SUBSIDIARIES and on account RELATED COMPANIES. Such records should include all records showing revenues attributable to the sale, lease or furnishing of sublicenses granted, by GCAST hereunderany LICENSED PRODUCTS prior to reaching the Royalty Accrual Level. GCAST WS shall retain such records with respect to each LICENSED PRODUCT for at least seven (7) years from the granting of each sublicense and from the **Confidential treatment has been requested with respect to certain information contained in this document. Confidential portions have been omitted from the public filing and have been filed separately with the Securities and Exchange Commission. 10 sale, lease or putting into use of such LICENSED PRODUCTSPRODUCT. No more than once per year, LUCENT GRL shall have the right through its mutually acceptable accredited auditors and at its own expense, to make an examination, during normal business hourshours and upon reasonable notice and no more than once in any twelve (12) month period, of all records and accounts bearing upon the amount of royalty payable to it hereunder provided that such auditors agree to maintain the confidentiality of such records and accountshereunder. Prompt adjustment Adjustment shall be made within sixty (60) days to compensate for any errors or omissions disclosed by such examination. In the event that a previous audit has revealed a deficiency of greater than five percent (5%) of the total amount owed LUCENT over at least a year, LUCENT may audit GCAST twice per year in the manner provided above. (b) Independent of any such examination, LUCENT GRL will credit to GCAST WS the amount of any overpayment of royalties made in error which is identified and fully explained in a written notice to LUCENT GRL delivered within twelve (12) months after the due date of the payment which included such alleged overpayment, provided that LUCENT GRL is able to verify, to its own reasonable satisfaction, the existence and extent of the overpayment. (c) No refund, credit or other adjustment of royalty payments shall be made by LUCENT GRL except as provided in this Section 2.04. Rights conferred by this Section 2.04 shall not be affected by any statement appearing on any check or other document, except to the extent that any such right is expressly waived or surrendered by a Party having such right and signing such statement. * Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respected to the omitted portions. WS BILAT PLA-RRA-091900