Common use of Records and Adjustments Clause in Contracts

Records and Adjustments. (a) INTRALASE shall keep full, clear and accurate records with respect to all LICENSED PRODUCTS and shall furnish any information which AGERE may reasonably prescribe from time to time to enable AGERE to ascertain the proper royalty due hereunder on account of products sold, leased and put into use by INTRALASE or any of its RELATED COMPANIES. INTRALASE shall retain such records with respect to each LICENSED PRODUCT for at least five (5) years from the sale, lease or putting into use of such LICENSED PRODUCT. AGERE shall have the right through its accredited auditors no more than once every year to make an examination 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. 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 audit.

Records and Adjustments. (a) INTRALASE The CORPORATION shall keep full, clear and accurate records with respect to all LICENSED AGE VERIFICATION PRODUCTS and shall furnish any information which AGERE INTELLI-CHECK may reasonably prescribe from time to time to enable AGERE INTELLI-CHECK to ascertain the proper royalty due hereunder on account of products sold, leased and put into use by INTRALASE or any of its RELATED COMPANIESthe CORPORATION. INTRALASE The CORPORATION shall retain such records with respect to each LICENSED AGE VERIFICATION PRODUCT for at least five (5) years from the sale, lease or putting into use of such LICENSED PRODUCTproduct. AGERE After 14 days' notice, INTELLI-CHECK shall have the right through its accredited auditors no more than once every year to make an examination after notice of at least thirty (30) daysexamination, during normal business hours, of all records and accounts bearing upon the amount of royalty payable to it hereunder. Prompt adjustment shall be made to compensate for any errors or omissions disclosed by such examination. All documents, materials and information provided AGERE gives INTRALASE notice, in writing, of such underpayment within thirty (30) days of by the completion of such audit. Such notice shall contain CORPORATION to 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 kept confidential. INTELLI-CHECK will pay for all its the costs of an any audit unless the such audit revealed an reveals underpayment by INTRALASE the CORPORATION of at least ten percent (10%) or more, in which case the CORPORATION shall reimburse INTELLI-CHECK for the audited periodcosts of any audit. In such an event, INTRALASE shall be responsible for AGERE’s reasonable outINTELLI-ofCHECK-pocket costs for such accredited auditors to conduct the audit.CARDOM

Records and Adjustments. (a) INTRALASE The CORPORATION shall keep full, clear and accurate records with respect to all LICENSED AGE VERIFICATION PRODUCTS and shall furnish any information which AGERE INTELLI-CHECK may reasonably prescribe from time to time to enable AGERE INTELLI-CHECK to ascertain the proper royalty due hereunder on account of products sold, leased and put into use by INTRALASE or any of its RELATED COMPANIESthe CORPORATION. INTRALASE The CORPORATION shall retain such records with respect to each LICENSED AGE VERIFICATION PRODUCT for at least five (5) years from the sale, lease or putting into use of such LICENSED PRODUCTproduct. AGERE After 14 days' notice, INTELLI-CHECK shall have the right through its accredited auditors no more than once every year to make an examination after notice of at least thirty (30) daysexamination, during normal business hours, of all records and accounts bearing upon the amount of royalty payable to it hereunder. Prompt adjustment shall be made to compensate for any errors or omissions disclosed by such examination. All documents, materials and information provided AGERE gives INTRALASE notice, in writing, of such underpayment within thirty (30) days of by the completion of such audit. Such notice shall contain CORPORATION to 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 kept confidential. INTELLI-CHECK will pay for all its the costs of an any audit unless the such audit revealed an reveals underpayment by INTRALASE the CORPORATION of at least ten percent (10%) or more, in which case the CORPORATION shall reimburse INTELLI-CHECK for the audited periodcosts of any audit. In such an event, INTRALASE shall be responsible for AGERE’s reasonable outINTELLI-of-pocket costs for such accredited auditors to conduct the audit.CHECK - CARDCOM