Common use of Records and Audit Rights Clause in Contracts

Records and Audit Rights. (a) TxDOT shall maintain, in accordance with Good Industry Practice, accurate and complete books and records, including electronic data, of or relating to (i) all Transponder Transactions and Video Transactions received via TxDOT’s CSC Host, (ii) all actions and dispositions by TxDOT with respect to each Transponder Transaction and Video Transaction received via TxDOT’s CSC Host, (iii) all data, information and calculations relevant to TxDOT Compensation and other fees and charges that TxDOT charges to Developer, itemized by each Transponder Transaction and Video Transaction, and itemized by type, date and amount, (iv) all User violations by User, date and amount, (v) all Incidental Charges directly relating to Project usage, itemized by User, type, date and amount, (vi) TxDOT’s performance of this Tolling Services Agreement, including books and records relating to compliance or lack of compliance with Performance Standards (including information concerning assignment of Non-Compliance Points) and other obligations of TxDOT under this Tolling Services Agreement, and (vii) all correspondence and other written or electronic communications with Developer relating to this Tolling Services Agreement. TxDOT shall notify Developer where such records and documents are kept. (b) TxDOT shall make all its books and records described in Section 15(a) available for audit and inspection by Developer and the Independent Engineer and/or their respective Authorized Representatives or designees, at the location where such books and records are customarily maintained, at all times during normal business hours, without charge. TxDOT shall provide to Developer and the Independent Engineer and their designees copies thereof upon request and at no expense to TxDOT. Developer and/or the Independent Engineer may conduct any such inspection upon two Business Days’ prior written notice, or unannounced and without prior notice where there is good faith suspicion of fraud by TxDOT in connection with performance of this Tolling Services Agreement. The right of inspection includes the right to make extracts and take notes, which will be subject to the confidentiality provisions of this Tolling Services Agreement. Without limiting the foregoing, TxDOT shall afford Developer and its Authorized Representative and the Independent Engineer, and their designees, access during normal business hours to TxDOT’s customer service center and other TxDOT offices and operations buildings for the purpose of carrying out their oversight and audit functions. (c) The rights of Xxxxxxxxx and the Independent Engineer to audit and inspect under this Tolling Services Agreement shall include the right to monitor, audit and investigate TxDOT’s books and records related to its services hereunder and to monitor and review TxDOT’s systems, practices and procedures concerning Patron Confidential Information obtained and held in connection with this Tolling Services Agreement. Without limiting the foregoing, Developer and the Independent Engineer may exercise such audit and inspection rights to determine the accuracy of the reports provided by TxDOT pursuant to Section 14(d) and (e) and any Delinquent Payment Deduction, Non-Compliance Deduction or Non- Compliance Points stated therein or made or calculated pursuant thereto. (d) TxDOT shall retain the books and records described in Section 15(a) for a minimum of five years after the date the record or document is generated. Notwithstanding the foregoing, (i) all records which relate to claims and disputes between TxDOT and Developer shall be retained and made available until any later date that such claims or disputes and actions are finally resolved, and (ii) the time period for retention of Patron Confidential Information shall be as set forth in Section 8.8.3 of the Agreement.

Records and Audit Rights. (a) TxDOT 11.1 Licensee shall maintain, keep complete and accurate records of all information necessary to calculate the Royalty. These records shall be maintained in accordance with Good Industry Practice, accurate and complete books and records, including electronic data, of or relating to (i) all Transponder Transactions and Video Transactions received via TxDOT’s CSC Host, (ii) all actions and dispositions by TxDOT with respect to each Transponder Transaction and Video Transaction received via TxDOT’s CSC Host, (iii) all data, information and calculations relevant to TxDOT Compensation and other fees and charges that TxDOT charges to Developer, itemized by each Transponder Transaction and Video Transactiongenerally accepted accounting principles, and itemized by type, date and amount, (iv) all User violations by User, date and amount, (v) all Incidental Charges directly relating to Project usage, itemized by User, type, date and amount, (vi) TxDOT’s performance of this Tolling Services Agreement, including books and records relating to compliance or lack of compliance with Performance Standards (including information concerning assignment of Non-Compliance Points) and other obligations of TxDOT under this Tolling Services Agreement, and (vii) all correspondence and other written or electronic communications with Developer relating to this Tolling Services Agreement. TxDOT shall notify Developer where such records and documents are kept. (b) TxDOT Licensee shall make all its books and these records described in Section 15(a) available for audit and inspection by Developer and the Independent Engineer and/or their respective Authorized Representatives or designees, to Licensor at the location such places where such books and records are customarily maintained, at all times during normal business hours, without charge. TxDOT shall provide to Developer and the Independent Engineer and their designees copies thereof upon request and at no expense to TxDOT. Developer and/or the Independent Engineer may conduct any such kept by Licensee for inspection upon two Business Days’ prior written notice, or unannounced and without prior notice where there is good faith suspicion of fraud by TxDOT in connection with performance of this Tolling Services Agreement. The right of inspection includes the right to make extracts and take notes, which will be subject to the confidentiality provisions of this Tolling Services Agreement. Without limiting the foregoing, TxDOT shall afford Developer and its Authorized Representative and the Independent Engineer, and their designees, access during normal business hours of Licensee, subject to TxDOT’s customer service center the limitations of provincial and other TxDOT offices and operations buildings for the purpose of carrying out their oversight and audit functionsfederal law applicable to licensed entities. (c) The rights 11.2 Licensor shall have the right, subject to the limitations of Xxxxxxxxx provincial and federal law applicable to licensed entities, to have audited the Independent Engineer records of Licensee, to audit and inspect under this Tolling Services Agreement shall include the right to monitor, audit and investigate TxDOT’s books and records related to its services hereunder and to monitor and review TxDOT’s systems, practices and procedures concerning Patron Confidential Information obtained and held in connection establish compliance with this Tolling Services Agreement, by an independent firm of Certified Public Accountants or equivalents selected by Licensor upon giving Licensee reasonable notice of such audit. Without limiting the foregoing, Developer and the Independent Engineer The audit shall take place during regular business hours of Licensee. Such an audit may exercise such audit and inspection rights to determine the accuracy of the reports provided by TxDOT pursuant to Section 14(d) and (e) and any Delinquent Payment Deduction, Non-Compliance Deduction or Non- Compliance Points stated therein or made or calculated pursuant thereto. (d) TxDOT shall retain the books and records described in Section 15(a) for a minimum of five years after the date the record or document is generated. Notwithstanding the foregoing, be conducted (i) all records which relate to claims once per year, or once per quarter if Licensor has given reasonable notice of a breach of the provisions of this Agreement and disputes between TxDOT and Developer shall be retained and made available until any later date that such claims or disputes and actions are finally resolvedthe breach has not been cured, and (ii) on termination of this Agreement. 11.3 If any investigation by an auditor appointed by Licensor results in a determination that Licensee has paid more than the time period for retention of Patron Confidential Information amount required under this Agreement, such excess shall be as set forth immediately refunded or credited against future amounts payable, at the sole option of Licensor. If the investigation results in Section 8.8.3 a determination that Licensee has paid less than the amount required under this Agreement, and Licensee does not challenge the results of the investigation within 15 days (“Dispute Period”), resulting in a deficiency, then Licensee shall pay: (a) such deficiency within 2 business days following the expiry of the Dispute Period; and (b) the cost of the audit if: (i) such deficiency is at least five percent (5%) of the amount that was actually owed, or (ii) the investigation by the auditor results in a determination that the records of Licensee were inadequate to permit the determination of the amounts required to be paid under this Agreement.

Records and Audit Rights. (a) TxDOT shall maintain, in accordance with Good Industry Practice, accurate and complete books and records, including electronic data, of or relating to (i) all Transponder Transactions and Video Transactions received via TxDOT’s CSC Host, (ii) all actions and dispositions by TxDOT with respect to each Transponder Transaction and Video Transaction received via TxDOT’s CSC Host, (iii) all data, information and calculations relevant to TxDOT Compensation and other fees and charges that TxDOT charges to Developer, itemized by each Transponder Transaction and Video Transaction, and itemized by type, date and amount, (iv) all User violations by User, date and amount, (v) all Incidental Charges directly relating to Project Facility usage, itemized by User, type, date and amount, (vi) TxDOT’s performance of this Tolling Services Agreement, including books and records relating to compliance or lack of compliance with Performance Standards (including information concerning assignment of Non-Compliance Points) and other obligations of TxDOT under this Tolling Services Agreement, and (vii) all correspondence and other written or electronic communications with Developer relating to this Tolling Services Agreement. TxDOT shall notify Developer where such records and documents are kept. (b) TxDOT shall make all its books and records described in Section 15(a) available for audit and inspection by Developer and the Independent Engineer and/or their respective Authorized Representatives or designees, at the location where such books and records are customarily maintained, at all times during normal business hours, without charge. TxDOT shall provide to Developer and the Independent Engineer and their designees copies thereof upon request and at no expense to TxDOT. Developer and/or the Independent Engineer may conduct any such inspection upon two Business Days’ prior written notice, or unannounced and without prior notice where there is good faith suspicion of fraud by TxDOT in connection with performance of this Tolling Services Agreement. The right of inspection includes the right to make extracts and take notes, which will be subject to the confidentiality provisions of this Tolling Services Agreement. Without limiting the foregoing, TxDOT shall afford Developer and its Authorized Representative and the Independent Engineer, and their designees, access during normal business hours to TxDOT’s customer service center and other TxDOT offices and operations buildings for the purpose of carrying out their oversight and audit functions. (c) The rights of Xxxxxxxxx and the Independent Engineer to audit and inspect under this Tolling Services Agreement shall include the right to monitor, audit and investigate TxDOT’s books and records related to its services hereunder and to monitor and review TxDOT’s systems, practices and procedures concerning Patron Confidential Information obtained and held in connection with this Tolling Services Agreement. Without limiting the foregoing, Developer and the Independent Engineer may exercise such audit and inspection rights to determine the accuracy of the reports provided by TxDOT pursuant to Section 14(d) and (e) and any Delinquent Payment Deduction, Non-Compliance Deduction or Non- Non-Compliance Points stated therein or made or calculated pursuant thereto. (d) TxDOT shall retain the books and records described in Section 15(a) for a minimum of five years after the date the record or document is generated. Notwithstanding the foregoing, (i) all records which relate to claims and disputes between TxDOT and Developer shall be retained and made available until any later date that such claims or disputes and actions are finally resolved, and (ii) the time period for retention of Patron Confidential Information shall be as set forth in Section 8.8.3 8.8 of the Agreement.

Records and Audit Rights. (a) TxDOT Ultragenyx shall maintainkeep complete, in accordance with Good Industry Practice, true and accurate and complete books and records, including electronic data, of or relating to (i) all Transponder Transactions and Video Transactions received via TxDOT’s CSC Host, (ii) all actions and dispositions by TxDOT with respect to each Transponder Transaction and Video Transaction received via TxDOT’s CSC Host, (iii) all data, information and calculations relevant to TxDOT Compensation and other fees and charges that TxDOT charges to Developer, itemized by each Transponder Transaction and Video Transaction, and itemized by type, date and amount, (iv) all User violations by User, date and amount, (v) all Incidental Charges directly relating to Project usage, itemized by User, type, date and amount, (vi) TxDOT’s performance of this Tolling Services Agreement, including books and records relating in relation to compliance or lack this Agreement. Upon the written request of compliance with Performance Standards (including information concerning assignment of Non-Compliance Points) BRI and other obligations of TxDOT under this Tolling Services Agreementnot more than [***] in each Calendar Year, Ultragenyx shall permit an independent certified public accounting firm selected by BRI, and (vii) all correspondence and other written or electronic communications with Developer relating reasonably acceptable to this Tolling Services Agreement. TxDOT shall notify Developer where such records and documents are kept. (b) TxDOT shall make all its books and records described in Section 15(a) available for audit and inspection by Developer and the Independent Engineer and/or their respective Authorized Representatives or designeesUltragenyx, at the location where such books and records are customarily maintained, at all times during normal business hours, without charge. TxDOT shall provide to Developer and the Independent Engineer and their designees copies thereof upon request and at no expense to TxDOT. Developer and/or the Independent Engineer may conduct any such inspection upon two Business Days’ prior written notice, or unannounced and without prior notice where there is good faith suspicion of fraud by TxDOT in connection with performance of this Tolling Services Agreement. The right of inspection includes the right to make extracts and take notes, which will be subject to the confidentiality provisions of this Tolling Services Agreement. Without limiting the foregoing, TxDOT shall afford Developer and its Authorized Representative and the Independent Engineer, and their designees, have access during normal business hours to TxDOTsuch of the records of Ultragenyx as may be reasonably necessary to verify the accuracy of the royalty reports hereunder for any Calendar Year ending not more than [***] prior to the date of such request. BRI shall treat all financial information subject to review under this Section 4.9 or under any sublicense agreement in accordance with the confidentiality and non-use provisions of this Agreement. (b) Ultragenyx may require an accounting firm conducting an audit hereunder to sign a non-disclosure agreement to protect the confidentiality of Ultragenyx’s customer service center Confidential Information before providing such accounting firm access to Ultragenyx’s facilities, books or records. Upon completion of any audit hereunder, the accounting firm shall provide both Ultragenyx and other TxDOT offices BRI a written report disclosing whether the royalty reports submitted by Ultragenyx are correct or incorrect, whether the amounts paid are correct or incorrect, and operations buildings for in each case, the purpose of carrying out their oversight and audit functionsspecific details concerning any discrepancies. (c) The rights of Xxxxxxxxx BRI shall bear its internal expenses and the Independent Engineer to audit and inspect under this Tolling Services Agreement shall include the right to monitor, audit and investigate TxDOT’s books and records related to its services hereunder and to monitor and review TxDOT’s systems, practices and procedures concerning Patron Confidential Information obtained and held out-of-pocket costs for engaging such accounting firm in connection with this Tolling Services Agreement. Without limiting the foregoingperforming such audits; provided, Developer and the Independent Engineer may exercise however, that if any such audit and inspection rights to determine the accuracy uncovers an underpayment of milestones payments or royalties by Ultragenyx that exceeds [***] percent ([***]%) of the reports provided by TxDOT pursuant to Section 14(d) total owed for such payment or payment period, as applicable, then Ultragenyx shall reimburse BRI for the expenses and (e) and any Delinquent Payment Deduction, Non-Compliance Deduction or Non- Compliance Points stated therein or made or calculated pursuant theretocosts for such audit. (d) TxDOT If such accounting firm identifies an underpayment by Ultragenyx during such period, Ultragenyx shall retain pay BRI the books and records described in Section 15(a) for a minimum amount of five years after the discrepancy within [***] days of the date BRI delivers to Ultragenyx such accounting firm’s written report with the record or document is generated. Notwithstanding amount of underpayment accruing interest at the foregoing, (i) all records which relate to claims and disputes between TxDOT and Developer shall be retained and made available until any later date that rate such claims or disputes and actions are finally resolved, and (ii) the time period for retention of Patron Confidential Information shall be as set forth in Section 8.8.3 4.7. If such accounting firm identifies an overpayment by Ultragenyx during such period, Ultragenyx shall, at its option, have the right to request a refund of the such overpaid amount, or credit such overpaid amount against subsequent payment obligations to BRI, and BRI shall make such refund to Ultragenyx within [***] days of Ultragenyx’s request if so requested. If Ultragenyx has no future payment obligations under this Agreement, then Ultragenyx may require BRI to refund such overpayment and BRI shall pay such overpaid amount to Ultragenyx within [***] days of Ultragenyx’s request.

Records and Audit Rights. (a) TxDOT shall maintain, in accordance with Good Industry Practice, accurate and complete books and records, including electronic data, of or relating to (i) all Transponder Transactions and Video Transactions received via TxDOT’s CSC Host, (ii) all actions and dispositions by TxDOT with respect to each Transponder Transaction and Video Transaction received via TxDOT’s CSC Host, (iii) all data, information and calculations relevant to TxDOT Compensation and other fees and charges that TxDOT charges to Developer, itemized by each Transponder Transaction and Video Transaction, and itemized by type, date and amount, (iv) all User violations by User, date and amount, (v) all Incidental Charges directly relating to Project usage, itemized by User, type, date and amount, (vi) TxDOT’s performance of this Tolling Services Agreement, including books and records relating to compliance or lack of compliance with Performance Standards (including information concerning assignment of Non-Compliance Points) and other obligations of TxDOT under this Tolling Services Agreement, and (vii) all correspondence and other written or electronic communications with Developer relating to this Tolling Services Agreement. TxDOT shall notify Developer where such records and documents are kept. (b) TxDOT shall make all its books and records described in Section 15(a) available for audit and inspection by Developer and the Independent Engineer and/or their respective Authorized Representatives or designees, at the location where such books and records are customarily maintained, at all times during normal business hours, without charge. TxDOT shall provide to Developer and the Independent Engineer and their designees copies thereof upon request and at no expense to TxDOT. Developer and/or the Independent Engineer may conduct any such inspection upon two Business Days’ prior written notice, or unannounced and without prior notice where there is good faith suspicion of fraud by TxDOT in connection with performance of this Tolling Services Agreement. The right of inspection includes the right to make extracts and take notes, which will be subject to the confidentiality provisions of this Tolling Services Agreement. Without limiting the foregoing, TxDOT shall afford Developer and its Authorized Representative and the Independent Engineer, and their designees, access during normal business hours to TxDOT’s customer service center and other TxDOT offices and operations buildings for the purpose of carrying out their oversight and audit functions. (c) The rights of Xxxxxxxxx and the Independent Engineer to audit and inspect under this Tolling Services Agreement shall include the right to monitor, audit and investigate TxDOT’s books and records related to its services hereunder and to monitor and review TxDOT’s systems, practices and procedures concerning Patron Confidential Information obtained and held in connection with this Tolling Services Agreement. Without limiting the foregoing, Developer and the Independent Engineer may exercise such audit and inspection rights to determine the accuracy of the reports provided by TxDOT pursuant to Section 14(d) and (e) and any Delinquent Payment Deduction, Non-Compliance Deduction or Non- Compliance Points stated therein or made or calculated pursuant thereto. (d) TxDOT shall retain the books and records described in Section 15(a) for a minimum of five years after the date the record or document is generated. Notwithstanding the foregoing, (i) all records which relate to claims and disputes between TxDOT and Developer shall be retained and made available until any later date that such claims or disputes and actions are finally resolved, and (ii) the time period for retention of Patron Confidential Information shall be as set forth in Section 8.8.3 8.8 of the Agreement.

Records and Audit Rights. Nippon Kayaku will prepare and provide to Axxxx Nortye in accordance with Clause 7.1(b) a written report or reports showing each of [***]. For the avoidance of doubt, such written report shall also show details on the aforementioned (a) TxDOT to (c) items for: (i) Nippon Kayaku, its Affiliates and authorized sublicensees; (ii) last Calendar Quarter and year to date data, for example, up to the last month of the last Calendar Quarter; and (iii) for each Licensed Product (“Sales & Royalty Report”). (a) Nippon Kayaku shall maintainkeep complete, true and accurate books and records in accordance with Good Industry Practice, accurate and complete books and records, including electronic data, of or relating its Accounting Standards in relation to (i) all Transponder Transactions and Video Transactions received via TxDOT’s CSC Host, (ii) all actions and dispositions by TxDOT with respect to each Transponder Transaction and Video Transaction received via TxDOT’s CSC Host, (iii) all data, information and calculations relevant to TxDOT Compensation and other fees and charges that TxDOT charges to Developer, itemized by each Transponder Transaction and Video Transaction, and itemized by type, date and amount, (iv) all User violations by User, date and amount, (v) all Incidental Charges directly relating to Project usage, itemized by User, type, date and amount, (vi) TxDOT’s performance of this Tolling Services License Agreement, including in relation to Net Sales and the Sales & Royalties Report. Nippon Kayaku will keep such books and records relating for at least [***] years following the Calendar Quarter to compliance or lack of compliance with Performance Standards (including information concerning assignment of Non-Compliance Points) and other obligations of TxDOT under this Tolling Services Agreement, and (vii) all correspondence and other written or electronic communications with Developer relating to this Tolling Services Agreement. TxDOT shall notify Developer where such records and documents are keptwhich they pertain. (b) TxDOT Subject to the confidentiality obligations under Clause 7.4(c), Adlai Nortye shall make all have the right for a period of [***] years after receiving each Sales & Royalty Report to audit, on the date mutually agreed between the Parties through discussion, by appointing an internationally-recognized independent accounting firm (hereinafter referred to as the “Auditor”) to inspect the relevant records of Nippon Kayaku and its Affiliates or its sublicensees to verify such reports, statements, records or books and records described in Section 15(a) available for audit and inspection by Developer and the Independent Engineer and/or their respective Authorized Representatives or designeesof accounts, at the location where such books and records are customarily maintained, at all times during normal business hours, without charge. TxDOT shall provide to Developer and the Independent Engineer and their designees copies thereof upon request and at no expense to TxDOT. Developer and/or the Independent Engineer may conduct any such inspection upon two Business Days’ prior written notice, or unannounced and without prior notice where there is good faith suspicion of fraud by TxDOT in connection with performance of this Tolling Services Agreementas applicable. The right of inspection includes Auditor shall have the right to make extracts and take notes, which will be subject disclose to the confidentiality provisions of this Tolling Services Agreement. Without limiting the foregoing, TxDOT shall afford Developer and its Authorized Representative and the Independent Engineer, and their designees, access during normal business hours to TxDOT’s customer service center Adlai Nortye and other TxDOT offices and operations buildings for the purpose Affiliates of carrying out their oversight and audit functionsAxxxx Nortye only its conclusions regarding any payments owed under this License Agreement. (c) The rights Nippon Kayaku and its Affiliates and sublicensees shall make their records available for inspection by the Auditor during regular business hours at such place or places where such records are customarily kept, upon receipt of Xxxxxxxxx and reasonable advance notice from Axxxx Nortye or the Independent Engineer Auditor, as applicable, to audit and inspect under this Tolling Services Agreement shall include the right to monitor, audit and investigate TxDOT’s books and records related to its services hereunder and to monitor and review TxDOT’s systems, practices and procedures concerning Patron Confidential Information obtained and held in connection with this Tolling Services Agreement. Without limiting the foregoing, Developer and the Independent Engineer may exercise such audit and inspection rights to determine verify the accuracy of the reports provided by TxDOT Sales & Royalty Reports and compliance with this License Agreement. All information received and all information learned in the course of any audit or inspection pursuant to Section 14(d) and (e) and any Delinquent Payment Deduction, Non-Compliance Deduction or Non- Compliance Points stated therein or made or calculated pursuant theretothis Clause 7 shall be deemed to be confidential Information for purposes of this License Agreement. (d) TxDOT Adlai Nortye shall retain pay for such audits, as well as its own expenses associated with enforcing its rights with respect to any payments hereunder, except that, if an underpayment of more than [***] of the books total payments due hereunder for the applicable Fiscal Year is discovered, the reasonable fees and records described in Section 15(aexpenses charged by or incurred by the Auditor shall be paid by Nippon Kayaku. (e) for a minimum In the event that the final result of five years after the inspection reveals an underpayment by Nippon Kayaku, the underpaid amount shall be settled promptly to Axxxx Nortye with interest thereon at the LIBOR rate plus [***] or the highest rate permitted by Law (whichever is lower), computed from the date such underpayment was due until the record or document is generated. Notwithstanding the foregoing, (i) all records which relate to claims and disputes between TxDOT and Developer shall be retained and made available until any later date that such claims or disputes and actions are finally resolved, and (ii) Nippon Kayaku makes the time period for retention of Patron Confidential Information shall be as set forth in Section 8.8.3 of the Agreementunderpayment.

Records and Audit Rights. (a) TxDOT RPRPI shall maintain, in accordance with Good Industry Practice, maintain complete and accurate and complete books and records, including electronic data, of or relating to (i) all Transponder Transactions and Video Transactions received via TxDOT’s CSC Host, (ii) all actions and dispositions by TxDOT records with respect to each Transponder Transaction the Standard Costs payable by Watsxx xxxer this Agreement and Video Transaction received via TxDOT’s CSC Hostthe transactions contemplated herein, (iii) all data, information and calculations relevant to TxDOT Compensation along with such other reconciliation and other fees information as may be necessary to calculate and charges that TxDOT charges verify all consideration paid or payable by Watsxx xxxer this Agreement and the transactions contemplated herein. Upon Watsxx'x xxxsonable request, RPRPI shall request from the Designated Manufacturer documents and information necessary to Developer, itemized determine the Standard Costs payable by each Transponder Transaction and Video Transaction, and itemized by type, date and amount, (iv) all User violations by User, date and amount, (v) all Incidental Charges directly relating to Project usage, itemized by User, type, date and amount, (vi) TxDOT’s performance of this Tolling Services Agreement, including books and records relating to compliance or lack of compliance with Performance Standards (including information concerning assignment of Non-Compliance Points) and other obligations of TxDOT under this Tolling Services Agreement, and (vii) all correspondence and other written or electronic communications with Developer relating to this Tolling Services Agreement. TxDOT shall notify Developer where such records and documents are keptWatsxx xxxeunder. (b) TxDOT RPRPI shall make all its books and records described in Section 15(a) available for audit and inspection by Developer and the Independent Engineer and/or their respective Authorized Representatives or designees, at the location where maintain such books and records are customarily maintainedin accordance with generally accepted accounting principles consistently applied and for a period of three (3) years after the submission of each report required to be submitted by RPRPI to Watsxx xxxer this Agreement; provided, however, that if there is a good faith dispute between the parties continuing at all times during normal business hours, without charge. TxDOT shall provide to Developer and the Independent Engineer and their designees copies thereof upon request and at no expense to TxDOT. Developer and/or the Independent Engineer may conduct end of any such inspection upon two Business Days’ prior written noticethree (3) year period with respect to such books or records, or unannounced then the time period for RPRPI to maintain such books and without prior notice where there records under dispute shall be extended until such time as the dispute is good faith suspicion of fraud by TxDOT in connection with performance of this Tolling Services Agreement. The right of inspection includes the right to make extracts and take notes, which will be subject to the confidentiality provisions of this Tolling Services Agreement. Without limiting the foregoing, TxDOT shall afford Developer and its Authorized Representative and the Independent Engineer, and their designees, access during normal business hours to TxDOT’s customer service center and other TxDOT offices and operations buildings for the purpose of carrying out their oversight and audit functionsfinally resolved. (c) The rights Watsxx xxxll have the right itself or through an independent accountant selected by it and acceptable to and approved by RPRPI (which approval shall not be unreasonably withheld or delayed) to have access to the relevant RPRPI records during reasonable business hours for the purposes of Xxxxxxxxx verifying, inspecting or auditing, at Watsxx'x xxxense (except as provided for in Section 2.3(d) below), the Standard Costs provided for in this Agreement for any of the preceding three (3) years, but this right may not be exercised more than once in any period of twelve consecutive months. Watsxx xxxll solicit or receive only information relating to the accuracy of the information and the Independent Engineer payments made. RPRPI shall be entitled to audit and inspect under this Tolling Services Agreement withhold approval of an accountant which Watsxx xxxinates unless the accountant agrees to sign a confidentiality agreement with Watsxx xxxch shall include obligate such accountant to hold the right information it receives from RPRPI in confidence, except for information necessary for disclosure to monitorWatsxx, audit and investigate TxDOT’s books and records related xxcessary to its services hereunder and to monitor and review TxDOT’s systems, practices and procedures concerning Patron Confidential Information obtained and held in connection with this Tolling Services Agreement. Without limiting the foregoing, Developer and the Independent Engineer may exercise such audit and inspection rights to determine establish the accuracy of the reports provided by TxDOT pursuant and amounts paid to Section 14(dRPRPI. Such audit rights shall survive for three (3) and (e) and any Delinquent Payment Deduction, Non-Compliance Deduction years after the expiration or Non- Compliance Points stated therein or made or calculated pursuant theretotermination of this Agreement. (d) TxDOT shall retain the books and records described in Section 15(aAny underpayment for Product shipped determined pursuant to subparagraph (c) for a minimum of five years after the date the record or document is generated. Notwithstanding the foregoing, (i) all records which relate to claims and disputes between TxDOT and Developer above shall be retained and made available until any later date that such claims or disputes and actions are finally resolved, and paid within thirty (ii30) days of the time period delivery of a detailed written accountant's report to the parties hereto. Any overpayment for retention of Patron Confidential Information Product shipped shall be as set forth in Section 8.8.3 credited to the next payment due from Watsxx. Xx no further payments from Watsxx xxxl be due then a refund will be made within sixty (60) days of the audit. In the event of any such overpayment of ten percent (10%) or more, RPRPI shall also at the same time reimburse Watsxx xxx the out-of-pocket costs of the verification, inspection or audit conducted. (e) The provisions of this Section 2.3 shall survive the expiration or sooner termination of the term of this Agreement.

Records and Audit Rights. (a) TxDOT shall Watsxx xxxll maintain, in accordance with Good Industry Practiceand cause to be maintained by its Affiliates and other parties to which Watsxx xx its Affiliates may grant marketing, sales and distribution rights under this Agreement, complete and accurate and complete books and records, including electronic data, of or relating to (i) all Transponder Transactions and Video Transactions received via TxDOT’s CSC Host, (ii) all actions and dispositions by TxDOT records with respect to each Transponder Transaction Net Sales and Video Transaction received via TxDOT’s CSC Hostall related transactions and all Royalties paid or payable by Watsxx xxxer this Agreement, (iii) all data, information and calculations relevant to TxDOT Compensation along with such other reconciliation and other fees information as may be necessary or desirable to calculate or verify all Net Sales and charges that TxDOT charges to Developer, itemized the consideration paid or payable by each Transponder Transaction and Video Transaction, and itemized by type, date and amount, (iv) all User violations by User, date and amount, (v) all Incidental Charges directly relating to Project usage, itemized by User, type, date and amount, (vi) TxDOT’s performance of Watsxx xxxer this Tolling Services Agreement, including books and records relating to compliance or lack of compliance with Performance Standards (including information concerning assignment of Non-Compliance Points) and other obligations of TxDOT under this Tolling Services Agreement, and (vii) all correspondence and other written or electronic communications with Developer relating to this Tolling Services Agreement. TxDOT shall notify Developer where such records and documents are kept. (b) TxDOT Watsxx xxx such Affiliates and other parties shall make all its books and records described in Section 15(a) available for audit and inspection by Developer and the Independent Engineer and/or their respective Authorized Representatives or designees, at the location where maintain such books and records are customarily maintainedin accordance with generally accepted accounting principles consistently applied and for a period of three (3) years after the submission of each report required to be submitted by Watsxx xx RPPI under this Agreement; provided, however, that if there is a good faith dispute between the parties continuing at all times during normal business hours, without charge. TxDOT shall provide to Developer and the Independent Engineer and their designees copies thereof upon request and at no expense to TxDOT. Developer and/or the Independent Engineer may conduct end of any such inspection upon two Business Days’ prior written noticethree (3) year period with respect to such books or records, or unannounced then the time period hereunder to maintain such books and without prior notice where there records under dispute shall be extended until such time as the dispute is good faith suspicion of fraud by TxDOT in connection with performance of this Tolling Services Agreement. The right of inspection includes the right to make extracts and take notes, which will be subject to the confidentiality provisions of this Tolling Services Agreement. Without limiting the foregoing, TxDOT shall afford Developer and its Authorized Representative and the Independent Engineer, and their designees, access during normal business hours to TxDOT’s customer service center and other TxDOT offices and operations buildings for the purpose of carrying out their oversight and audit functionsfinally resolved. (c) The rights of Xxxxxxxxx and the Independent Engineer to audit and inspect under this Tolling Services Agreement RPPI shall include have the right itself or through an independent accountant selected by it and acceptable to monitor, audit and investigate TxDOT’s approved by Watsxx (xxich approval shall not be unreasonably withheld or delayed) to have access to the relevant books and records related during reasonable business hours for the purpose of verifying, inspecting or auditing, at the sole expense of RPPI (except as provided for in Section 2.4(d) below), the Net Sales by country and the Royalties provided for in this Agreement for any of the preceding three (3) years, but this right may not be exercised more than once in any calendar year. RPPI shall solicit or receive only information relating to its services hereunder or necessary or desirable to verify or audit the accuracy of the information reported and to monitor and review TxDOT’s systems, practices and procedures concerning Patron Confidential Information obtained and held in connection with the payments made or due under this Tolling Services Agreement. Without limiting Watsxx xxxll be entitled to withhold approval of an accountant which RPPI nominates unless the foregoingaccountant agrees to sign a confidentiality agreement with Watsxx xxxch shall obligate such accountant to hold the information he receives from Watsxx xx confidence, Developer and the Independent Engineer may exercise such audit and inspection rights except for disclosure to determine RPPI of information necessary to establish the accuracy of the reports provided by TxDOT pursuant and amounts paid or payable to Section 14(dRPPI. Such audit rights shall survive for three (3) and (e) and any Delinquent Payment Deduction, Non-Compliance Deduction years after the expiration or Non- Compliance Points stated therein or made or calculated pursuant theretotermination of this Agreement. (d) TxDOT shall retain the books and records described in Section 15(aAny underpayment determined pursuant to subparagraph (c) for a minimum of five years after the date the record or document is generated. Notwithstanding the foregoing, (i) all records which relate to claims and disputes between TxDOT and Developer above shall be retained and made available until paid within thirty (30) days of the delivery of a detailed written accountants' report to the parties hereto. In the event of any later date that such claims underpayment of ten percent (10%) or disputes and actions are finally resolvedmore, and (ii) Watsxx xxxll also at the same time period reimburse RPPI for retention the out-of-pocket costs of Patron Confidential Information the verification, inspection or audit conducted. Any overpayment shall be as set forth in Section 8.8.3 credited to the next payment due from Watsxx. Xx no further payments from Watsxx xxxl be due then a refund of any such overpayment will be made within sixty (60) days of the audit. (e) The provisions of this Section 2.4 shall survive the expiration or sooner termination of the term of this Agreement.

Records and Audit Rights. During the Term of this Agreement and for a period of three (a3) TxDOT years thereafter, Retailer shall maintainkeep and maintain at its principal place of business complete and accurate records and books of account, as well as all documentation of all material processes and procedures, in accordance connection with Good Industry Practiceits performance under this Agreement, accurate the Trademark License Agreement and complete books any Other Agreement. Such books, records and recordsdocumentation shall be in sufficient detail to show all information necessary to support any Retailer claim, including electronic datarequest or entitlement of any nature from EchoStar or any of its Affiliates. EchoStar shall have the right, upon two (2) days prior written notice, to review, audit and make copies of or relating to Retailer's books, records and documentation for the purposes of: (i) all Transponder Transactions determining Retailer's compliance with its duties and Video Transactions received via TxDOT’s CSC Hostobligations under this Agreement, the Trademark License Agreement or any Other Agreement; (ii) all actions and dispositions investigating any claims against EchoStar and/or any of its Affiliates made by TxDOT with respect to each Transponder Transaction and Video Transaction received via TxDOT’s CSC Host, Retailer and/or any of its Affiliates; and/or (iii) all datainvestigating any Claims for which Retailer is obligated to indemnify the EchoStar Group pursuant to Section 13 (an "Audit"). EchoStar shall be entitled to conduct an Audit regardless of the existence of any claim, information and calculations relevant dispute, controversy, mediation, arbitration or litigation between the parties. In the event that Retailer refuses to TxDOT Compensation and other fees and charges allow EchoStar to conduct an Audit, Retailer acknowledges that TxDOT charges EchoStar shall be entitled to Developerobtain immediate relief in the form of specific performance from either the panel of arbitrators (if arbitration has been commenced pursuant to Section 15 above) or a court located within the State of Colorado, itemized by each Transponder Transaction and Video Transaction, and itemized by type, date and amount, (iv) all User violations by User, date and amount, (v) all Incidental Charges directly relating to Project usage, itemized by User, type, date and amount, (vi) TxDOT’s performance as delineated in Section 15.5 of this Tolling Services Agreement, including books and records relating to compliance or lack of compliance with Performance Standards (including information concerning assignment of Non-Compliance Points) and other obligations of TxDOT under this Tolling Services Agreement, and (vii) all correspondence and other written or electronic communications with Developer relating to this Tolling Services Agreement. TxDOT Any audit conducted by EchoStar shall notify Developer where such records and documents are kept. (bbe conducted by EchoStar or its representative(s) TxDOT shall make all its books and records described in Section 15(a) available for audit and inspection by Developer and the Independent Engineer and/or their respective Authorized Representatives or designees, at the location where such books and records are customarily maintained, at all times Retailer's offices during normal business hours. If, without charge. TxDOT during the course of an Audit, EchoStar uncovers that: (a) Retailer has failed to comply with any of its obligations under this Agreement, and/or (b) Retailer and/or any of its Affiliates has made a frivolous claim against EchoStar and/or any of its Affiliates, Retailer shall provide pay to Developer EchoStar the costs and the Independent Engineer and their designees copies thereof upon request and at no expense to TxDOT. Developer and/or the Independent Engineer may conduct any such inspection upon two Business Days’ prior written notice, or unannounced and without prior notice where there is good faith suspicion of fraud expenses incurred by TxDOT EchoStar in connection with performance such Audit. If an Audit reveals that Retailer and/or any of this Tolling Services Agreementits Affiliates have underpaid EchoStar and/or any of its Affiliates, Retailer agrees to repay to EchoStar the amount of any such underpayment together with interest thereon at the highest rate allowed by law, computed from the date of underpayment; and pay all reasonable costs and expenses, including without limitation reasonable attorney fees and accountant fees incurred by EchoStar and/or any of its Affiliates in connection with an Audit and with enforcing the collection of such amounts. The right of inspection includes the right to make extracts and take notes, which will be subject to the confidentiality provisions of this Tolling Services Section 17.9 are without prejudice to any other rights and remedies that EchoStar and/or any of its Affiliates may have under contract (including without limitation this Agreement. Without limiting the foregoing), TxDOT shall afford Developer and its Authorized Representative and the Independent Engineerat law, in equity or otherwise (all of which are hereby expressly reserved), and their designees, access during normal business hours to TxDOT’s customer service center and other TxDOT offices and operations buildings shall survive expiration or termination of this Agreement (for the purpose of carrying out their oversight and audit functionsany reason or no reason whatsoever) indefinitely. (c) The rights of Xxxxxxxxx and the Independent Engineer to audit and inspect under this Tolling Services Agreement shall include the right to monitor, audit and investigate TxDOT’s books and records related to its services hereunder and to monitor and review TxDOT’s systems, practices and procedures concerning Patron Confidential Information obtained and held in connection with this Tolling Services Agreement. Without limiting the foregoing, Developer and the Independent Engineer may exercise such audit and inspection rights to determine the accuracy of the reports provided by TxDOT pursuant to Section 14(d) and (e) and any Delinquent Payment Deduction, Non-Compliance Deduction or Non- Compliance Points stated therein or made or calculated pursuant thereto. (d) TxDOT shall retain the books and records described in Section 15(a) for a minimum of five years after the date the record or document is generated. Notwithstanding the foregoing, (i) all records which relate to claims and disputes between TxDOT and Developer shall be retained and made available until any later date that such claims or disputes and actions are finally resolved, and (ii) the time period for retention of Patron Confidential Information shall be as set forth in Section 8.8.3 of the Agreement.

Records and Audit Rights. (a) TxDOT LabCorp shall maintainkeep full, in accordance with Good Industry Practice, true and accurate books of accounts and complete books and records, including electronic data, of or relating to (i) other records containing all Transponder Transactions and Video Transactions received via TxDOT’s CSC Host, (ii) all actions and dispositions by TxDOT with respect to each Transponder Transaction and Video Transaction received via TxDOT’s CSC Host, (iii) all data, information and calculations relevant data which may be necessary to TxDOT Compensation ascertain and other fees and charges that TxDOT charges verify [ * ] for a period of three years following the year to Developer, itemized by each Transponder Transaction and Video Transaction, and itemized by type, date and amount, (iv) all User violations by User, date and amount, (v) all Incidental Charges directly relating to Project usage, itemized by User, type, date and amount, (vi) TxDOT’s performance which such records relate. During the term of this Tolling Services AgreementAgreement and for a period of three years following its termination, including books ARCA, CardioDx and records relating UC shall have the right to compliance audit, or lack of compliance have an agent, accountant or other representative audit (in each case in a manner that does not unreasonably interfere with Performance Standards (including information concerning assignment of Non-Compliance PointsLabCorp’s operations) and other obligations of TxDOT under this Tolling Services Agreementsuch books, and (vii) all correspondence and other written or electronic communications with Developer relating to this Tolling Services Agreement. TxDOT shall notify Developer where such records and documents are keptsupporting data upon fifteen (15) days prior written notice. Any audit shall be at ARCA’s, CardioDx’s or UC’s expense (as applicable) [ * ]. Any underpayment of amounts due from LabCorp hereunder shall be paid within thirty (30) days of the delivery of a written accountant’s report to the Parties. [*] Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities and Exchange Act of 1934, as amended. (b) TxDOT shall make all its books and records described in Section 15(a) available for audit and inspection by Developer and Beginning with first commercial sale of the Independent Engineer and/or their respective Authorized Representatives or designeesDrug Product, at the location where such books and records are customarily maintained, at all times during normal business hours, without charge. TxDOT ARCA shall provide a written report to Developer LabCorp on a quarterly basis (within sixty days after the end of each calendar quarter) indicating [ * ]. ARCA shall keep full, true and accurate books of accounts and other records containing all information and data which may be necessary to ascertain and verify the Independent Engineer [ * ] for a period of three years following [ * ] LabCorp shall have the right to audit, or have an agent, accountant or other representative audit (in each case in a manner that does not unreasonably interfere with ARCA’s operations) such books, records and their designees copies thereof supporting data upon request and at no expense to TxDOT. Developer and/or the Independent Engineer may conduct any such inspection upon two Business Days’ fifteen (15) days prior written notice, or unannounced and without prior notice where there is good faith suspicion of fraud by TxDOT in connection with performance of this Tolling Services Agreement. The right of inspection includes the right to make extracts and take notes, which will be subject to the confidentiality provisions of this Tolling Services Agreement. Without limiting the foregoing, TxDOT shall afford Developer and its Authorized Representative and the Independent Engineer, and their designees, access during normal business hours to TxDOT’s customer service center and other TxDOT offices and operations buildings for the purpose of carrying out their oversight and Any audit functions. (c) The rights of Xxxxxxxxx and the Independent Engineer to audit and inspect under this Tolling Services Agreement shall include the right to monitor, audit and investigate TxDOT’s books and records related to its services hereunder and to monitor and review TxDOT’s systems, practices and procedures concerning Patron Confidential Information obtained and held in connection with this Tolling Services Agreement. Without limiting the foregoing, Developer and the Independent Engineer may exercise such audit and inspection rights to determine the accuracy of the reports provided by TxDOT pursuant to Section 14(d) and (e) and any Delinquent Payment Deduction, Non-Compliance Deduction or Non- Compliance Points stated therein or made or calculated pursuant thereto. (d) TxDOT shall retain the books and records described in Section 15(a) for a minimum of five years after the date the record or document is generated. Notwithstanding the foregoing, (i) all records which relate to claims and disputes between TxDOT and Developer shall be retained and made available until any later date that such claims or disputes and actions are finally resolved, and (ii) the time period for retention of Patron Confidential Information shall be as set forth in Section 8.8.3 of the Agreement.at [ * ] expense [ * ]

Records and Audit Rights. (a) TxDOT 12.1 Licensee shall maintain, keep complete and accurate records of all information necessary to calculate the Royalty. These records shall be maintained in accordance with Good Industry Practice, accurate and complete books and records, including electronic data, of or relating to (i) all Transponder Transactions and Video Transactions received via TxDOT’s CSC Host, (ii) all actions and dispositions by TxDOT with respect to each Transponder Transaction and Video Transaction received via TxDOT’s CSC Host, (iii) all data, information and calculations relevant to TxDOT Compensation and other fees and charges that TxDOT charges to Developer, itemized by each Transponder Transaction and Video Transactiongenerally accepted accounting principles, and itemized by type, date and amount, (iv) all User violations by User, date and amount, (v) all Incidental Charges directly relating to Project usage, itemized by User, type, date and amount, (vi) TxDOT’s performance of this Tolling Services Agreement, including books and records relating to compliance or lack of compliance with Performance Standards (including information concerning assignment of Non-Compliance Points) and other obligations of TxDOT under this Tolling Services Agreement, and (vii) all correspondence and other written or electronic communications with Developer relating to this Tolling Services Agreement. TxDOT shall notify Developer where such records and documents are kept. (b) TxDOT Licensee shall make all its books these records available to Licensor and records described in Section 15(a) available for audit and inspection by Developer and the Independent Engineer and/or their respective Authorized Representatives or designees, GLDH at the location such places where such books and records are customarily maintained, at all times during normal business hours, without charge. TxDOT shall provide to Developer and the Independent Engineer and their designees copies thereof upon request and at no expense to TxDOT. Developer and/or the Independent Engineer may conduct any such kept by Licensee for inspection upon two Business Days’ prior written notice, or unannounced and without prior notice where there is good faith suspicion of fraud by TxDOT in connection with performance of this Tolling Services Agreement. The right of inspection includes the right to make extracts and take notes, which will be subject to the confidentiality provisions of this Tolling Services Agreement. Without limiting the foregoing, TxDOT shall afford Developer and its Authorized Representative and the Independent Engineer, and their designees, access during normal business hours of Licensee. Licensee shall submit to TxDOT’s customer service center and other TxDOT offices and operations buildings for Licensor with each Royalty payment a monthly Royalty report (each, a “Monthly Royalty Report”), specifying, at a minimum: (a) the purpose time period covered by the Monthly Royalty Report; (b) the total number of carrying out their oversight and audit functions. products sold; (cd) The rights of Xxxxxxxxx and the Independent Engineer to audit and inspect under this Tolling Services Agreement shall include the right to monitor, audit and investigate TxDOT’s books and records related to its services hereunder and to monitor and review TxDOT’s systems, practices and procedures concerning Patron Confidential Information obtained and held in connection with this Tolling Services Agreement. Without limiting the foregoing, Developer and the Independent Engineer may exercise such audit and inspection rights to determine the accuracy total Gross Revenue of the reports provided by TxDOT pursuant to Section 14(d) LB Facility with a detailed breakdown of each product sold the relevant prices for each; and (e) and any Delinquent Payment Deduction, Non-Compliance Deduction or Non- Compliance Points stated therein or made or calculated pursuant theretothe Royalty owed to Licensor for such calendar month. (d) TxDOT 12.2 Licensor and GLDH shall retain have the books and right, subject to the limitations of state law applicable to licensed entities, to have audited the records described in Section 15(a) for a minimum of five years after the date the record Licensee, to establish compliance with this Agreement, by an independent firm of Certified Public Accountants or document is generatedequivalents selected by Licensor upon giving Licensee reasonable notice of such audit. Notwithstanding the foregoing, The audit shall take place during regular business hours of Licensee. Such an audit may be conducted (i) all records which relate to claims once per year, or once per quarter if Licensor has given reasonable notice of a breach of the provisions of this Agreement and disputes between TxDOT and Developer shall be retained and made available until any later date that such claims or disputes and actions are finally resolvedthe breach has not been cured, and (ii) on termination of this Agreement. 12.3 If any investigation by an auditor appointed by Licensor or GLDH results in a determination that Licensee has paid more than the time period for retention of Patron Confidential Information amount required under this Agreement, such excess shall be as set forth immediately refunded or credited against future amounts payable, at the sole option of Licensor and GLDH. If the investigation results in Section 8.8.3 a determination that Licensee has paid less than the amount required under this Agreement, resulting in a deficiency, then Licensee shall forthwith pay: (a) such deficiency; and (b) the cost of the audit if: (i) such deficiency is at least five percent (5%) of the amount that was actually owed, or (ii) the investigation by the auditor results in a determination that the records of Licensee were inadequate to permit the determination of the amounts required to be paid under this Agreement.

Records and Audit Rights. Whole Hemp agrees to accurately record all sales in accordance with generally accepted accounting practices, and to maintain sufficient original records which accurately summarize all transactions relating to the Gross Sales (including the sales of subsidiaries, other affiliates and joint venture partners). Original records shall include but not be limited to: sales documents, invoices, cash receipts, payroll journals, accounts receivable, disbursement journals, bank statements, deposit slips, inventory records, purchase orders, receiving records, sales journals or daily sales reports, orders accepted by means of electronic, telephonic, video, computer or another electronic or other technology based system, state sales and use tax returns (and all documentation used to prepare the returns), and a complete general ledger. Records shall be preserved (properly totaled) by Whole Hemp either (a) TxDOT shall maintain, in accordance with Good Industry Practice, accurate and complete books and records, including electronic data, of at the Whole Hemp Farmlands or relating to (i) all Transponder Transactions and Video Transactions received via TxDOT’s CSC Host, (ii) all actions and dispositions by TxDOT with respect to each Transponder Transaction and Video Transaction received via TxDOT’s CSC Host, (iii) all data, information and calculations relevant to TxDOT Compensation and other fees and charges that TxDOT charges to Developer, itemized by each Transponder Transaction and Video Transaction, and itemized by type, date and amount, (iv) all User violations by User, date and amount, (v) all Incidental Charges directly relating to Project usage, itemized by User, type, date and amount, (vi) TxDOT’s performance of this Tolling Services Agreement, including books and records relating to compliance or lack of compliance with Performance Standards (including information concerning assignment of Non-Compliance Points) and other obligations of TxDOT under this Tolling Services Agreement, and (vii) all correspondence and other written or electronic communications with Developer relating to this Tolling Services Agreement. TxDOT shall notify Developer where such records and documents are kept. (b) TxDOT shall make all its books and records described in Section 15(a) available for audit and inspection by Developer and the Independent Engineer and/or their respective Authorized Representatives or designees, at the location where such books and home or regional offices of Whole Hemp (provided Notis shall be notified in writing of the address at which the records are customarily maintained, at all times during normal business hours, without charge. TxDOT shall provide to Developer and the Independent Engineer and their designees copies thereof upon request and at no expense to TxDOT. Developer and/or the Independent Engineer may conduct any such inspection upon two Business Days’ prior written notice, or unannounced and without prior notice where there is good faith suspicion of fraud by TxDOT in connection with performance of this Tolling Services Agreement. The right of inspection includes the right to make extracts and take notes, which will be subject to the confidentiality provisions of this Tolling Services Agreement. Without limiting the foregoing, TxDOT shall afford Developer and its Authorized Representative and the Independent Engineer, and their designees, access during normal business hours to TxDOT’s customer service center and other TxDOT offices and operations buildings for the purpose of carrying out their oversight and audit functions. (c) The rights of Xxxxxxxxx and the Independent Engineer to audit and inspect under this Tolling Services Agreement shall include the right to monitor, audit and investigate TxDOT’s books and records related to its services hereunder and to monitor and review TxDOT’s systems, practices and procedures concerning Patron Confidential Information obtained and held in connection with this Tolling Services Agreement. Without limiting the foregoing, Developer and the Independent Engineer may exercise such audit and inspection rights to determine the accuracy of the reports provided by TxDOT pursuant to Section 14(d) and (e) and any Delinquent Payment Deductionmade available to Notis at such location upon demand, Non-Compliance Deduction or Non- Compliance Points stated therein or made or calculated pursuant thereto. (d) TxDOT shall retain the books and records described in Section 15(a) for a minimum period of five at least 3 years after the date year in which the record sales occurred (however, if any audit is begun by Notis or document if there is generated. Notwithstanding the foregoinga dispute regarding Gross Sales, (i) all Whole Hemp’s records which relate to claims and disputes between TxDOT and Developer shall be retained by Whole Hemp until a final resolution of the audit or dispute). The receipt by Notis of a statement of Gross Sales shall not constitute an admission of its correctness. Notis shall be entitled, at Notis’s expense, to have at any time and from time to time an audit of the Gross Sales made during any period covered by the annual statement and account and to recalculate the rental payable for that period. If there is a deficiency in the payment of Shared Revenues, the deficiency shall be immediately due and payable with interest at a rate equal to 3% in excess of the annual prime interest rate being charged at the time by XX Xxxxxx Xxxxx, or any successor thereto, accruing from the date when the payments should have been made until paid. If there is an overpayment by Whole Hemp, it shall be credited against future Shared Revenue payments due. If Gross Sales have been understated by more than 2% or Whole Hemp fails to record, maintain or make available until any later date that such claims or disputes and actions are finally resolvedthe required sales supporting documentation. Whole Hemp shall be in default, and (ii) shall pay the time period for retention cost of Patron Confidential Information the audit and all other related costs and expenses. If Whole Hemp is late furnishing Notis any monthly Gross Sales statement, Notis shall have the right, without notice, to conduct an audit at Whole Hemp’s sole cost. If Whole Hemp does not furnish the Gross Sales documentation referred to above or otherwise impedes Notis’s audit of Gross Sales, Notis shall be entitled, in addition to Notis’s other rights and remedies, to estimate Whole Hemp’s annual Gross Sales as set forth in Section 8.8.3 125% of the AgreementGross Sales for the preceding year, and xxxx Whole Hemp for any Shared Revenues which may be due based upon the estimated Gross Sales. [*] CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

Records and Audit Rights. (a) TxDOT shall maintain, in accordance with Good Industry Practice, accurate and complete books and records, including electronic data, of or relating to (i) all Transponder Transactions and Video Transactions received via TxDOT’s CSC Host, (ii) all actions and dispositions by TxDOT with respect to each Transponder Transaction and Video Transaction received via TxDOT’s CSC Host, (iii) all data, information and calculations relevant to TxDOT Compensation and other fees and charges that TxDOT charges to Developer, itemized by each Transponder Transaction and Video Transaction, and itemized by type, date and amount, (iv) all User violations by User, date and amount, (v) all Incidental Charges directly relating to Project Facility usage, itemized by User, type, date and amount, (vi) TxDOT’s performance of this Tolling Services Agreement, including books and records relating to compliance or lack of compliance with Performance Standards (including information concerning assignment of Non-Compliance Points) and other obligations of TxDOT under this Tolling Services Agreement, and (vii) all correspondence and other written or electronic communications with Developer relating to this Tolling Services Agreement. TxDOT shall notify Developer where such records and documents are kept. (b) TxDOT shall make all its books and records described in Section 15(a) available for audit and inspection by Developer and the Independent Engineer and/or their respective Authorized Representatives or designees, at the location where such books and records are customarily maintained, at all times during normal business hours, without charge. TxDOT shall provide to Developer and the Independent Engineer and their designees copies thereof upon request and at no expense to TxDOT. Developer and/or the Independent Engineer may conduct any such inspection upon two Business Days’ prior written notice, or unannounced and without prior notice where there is good faith suspicion of fraud by TxDOT in connection with performance of this Tolling Services Agreement. The right of inspection includes the right to make extracts and take notes, which will be subject to the confidentiality provisions of this Tolling Services Agreement. Without limiting the foregoing, TxDOT shall afford Developer and its Authorized Representative and the Independent Engineer, and their designees, access during normal business hours to TxDOT’s customer service center and other TxDOT offices and operations buildings for the purpose of carrying out their oversight and audit functions. (c) The rights of Xxxxxxxxx and the Independent Engineer to audit and inspect under this Tolling Services Agreement shall include the right to monitor, audit and investigate TxDOT’s books and records related to its services hereunder and to monitor and review TxDOT’s systems, practices and procedures concerning Patron Confidential Information obtained and held in connection with this Tolling Services Agreement. Without limiting the foregoing, Developer and the Independent Engineer may exercise such audit and inspection rights to determine the accuracy of the reports provided by TxDOT pursuant to Section 14(d) and (e) and any Delinquent Payment Deduction, Non-Compliance Deduction or Non- Compliance Points stated therein or made or calculated pursuant thereto. (d) TxDOT shall retain the books and records described in Section 15(a) for a minimum of five years after the date the record or document is generated. Notwithstanding the foregoing, (i) all records which relate to claims and disputes between TxDOT and Developer shall be retained and made available until any later date that such claims or disputes and actions are finally resolved, and (ii) the time period for retention of Patron Confidential Information shall be as set forth in Section 8.8.3 8.8 of the Agreement.

Records and Audit Rights. (a) TxDOT shall maintain, in accordance with Good Industry Practice, accurate and complete books and records, including electronic data, of or relating to (i) all Transponder Transactions and Video Transactions received via TxDOT’s CSC Host, (ii) all actions and dispositions by TxDOT with respect to each Transponder Transaction and Video Transaction received via TxDOT’s CSC Host, (iii) all data, information and calculations relevant to TxDOT Compensation and other fees and charges that TxDOT charges to Developer, itemized by each Transponder Transaction and Video Transaction, and itemized by type, date and amount, (iv) all User violations by User, date and amount, (v) all Incidental Charges directly relating to Project Facility usage, itemized by User, type, date and amount, (vi) TxDOT’s performance of this Tolling Services Agreement, including books and records relating to compliance or lack of compliance with Performance Standards (including information concerning assignment of Non-Compliance Points) and other obligations of TxDOT under this Tolling Services Agreement, and (vii) all correspondence and other written or electronic communications with Developer relating to this Tolling Services Agreement. TxDOT shall notify Developer where such records and documents are kept. (b) TxDOT shall make all its books and records described in Section 15(a) available for audit and inspection by Developer and the Independent Engineer and/or their respective Authorized Representatives or designees, at the location where such books and records are customarily maintained, at all times during normal business hours, without charge. TxDOT shall provide to Developer and the Independent Engineer and their designees copies thereof upon request and at no expense to TxDOT. Developer and/or the Independent Engineer may conduct any such inspection upon two Business Days’ prior written notice, or unannounced and without prior notice where there is good faith suspicion of fraud by TxDOT in connection with performance of this Tolling Services Agreement. The right of inspection includes the right to make extracts and take notes, which will be subject to the confidentiality provisions of this Tolling Services Agreement. Without limiting the foregoing, TxDOT shall afford Developer and its Authorized Representative and the Independent Engineer, and their designees, access during normal business hours to TxDOT’s customer service center and other TxDOT offices and operations buildings for the purpose of carrying out their oversight and audit functions. (c) The rights of Xxxxxxxxx Developer and the Independent Engineer to audit and inspect under this Tolling Services Agreement shall include the right to monitor, audit and investigate TxDOT’s books and records related to its services hereunder and to monitor and review TxDOT’s systems, practices and procedures concerning Patron Confidential Information obtained and held in connection with this Tolling Services Agreement. Without limiting the foregoing, Developer and the Independent Engineer may exercise such audit and inspection rights to determine the accuracy of the reports provided by TxDOT pursuant to Section 14(d) and (e) and any Delinquent Payment Deduction, Non-Compliance Deduction or Non- Compliance Points stated therein or made or calculated pursuant thereto. (d) TxDOT shall retain the books and records described in Section 15(a) for a minimum of five years after the date the record or document is generated. Notwithstanding the foregoing, (i) all records which relate to claims and disputes between TxDOT and Developer shall be retained and made available until any later date that such claims or disputes and actions are finally resolved, and (ii) the time period for retention of Patron Confidential Information shall be as set forth in Section 8.8.3 8.8 of the Agreement.

Records and Audit Rights. Whole Hemp agrees to accurately record all sales in accordance with generally accepted accounting practices, and to maintain sufficient original records which accurately summarize all transactions relating to the Gross Sales (including the sales of subsidiaries, other affiliates and joint venture partners). Original records shall include but not be limited to: sales documents, invoices, cash receipts, payroll journals, accounts receivable, disbursement journals, bank statements, deposit slips, inventory records, purchase orders, receiving records, sales journals or daily sales reports, orders accepted by means of electronic, telephonic, video, computer or another electronic or other technology based system, state sales and use tax returns (and all documentation used to prepare the returns), and a complete general ledger. Records shall be preserved (properly totaled) by Whole Hemp either (a) TxDOT shall maintain, in accordance with Good Industry Practice, accurate and complete books and records, including electronic data, of at the Whole Hemp Farmlands or relating to (i) all Transponder Transactions and Video Transactions received via TxDOT’s CSC Host, (ii) all actions and dispositions by TxDOT with respect to each Transponder Transaction and Video Transaction received via TxDOT’s CSC Host, (iii) all data, information and calculations relevant to TxDOT Compensation and other fees and charges that TxDOT charges to Developer, itemized by each Transponder Transaction and Video Transaction, and itemized by type, date and amount, (iv) all User violations by User, date and amount, (v) all Incidental Charges directly relating to Project usage, itemized by User, type, date and amount, (vi) TxDOT’s performance of this Tolling Services Agreement, including books and records relating to compliance or lack of compliance with Performance Standards (including information concerning assignment of Non-Compliance Points) and other obligations of TxDOT under this Tolling Services Agreement, and (vii) all correspondence and other written or electronic communications with Developer relating to this Tolling Services Agreement. TxDOT shall notify Developer where such records and documents are kept. (b) TxDOT shall make all its books and records described in Section 15(a) available for audit and inspection by Developer and the Independent Engineer and/or their respective Authorized Representatives or designees, at the location where such books and home or regional offices of Whole Hemp (provided EWSD shall be notified in writing of the address at which the records are customarily maintained, at all times during normal business hours, without charge. TxDOT shall provide to Developer and the Independent Engineer and their designees copies thereof upon request and at no expense to TxDOT. Developer and/or the Independent Engineer may conduct any such inspection upon two Business Days’ prior written notice, or unannounced and without prior notice where there is good faith suspicion of fraud by TxDOT in connection with performance of this Tolling Services Agreement. The right of inspection includes the right to make extracts and take notes, which will be subject to the confidentiality provisions of this Tolling Services Agreement. Without limiting the foregoing, TxDOT shall afford Developer and its Authorized Representative and the Independent Engineer, and their designees, access during normal business hours to TxDOT’s customer service center and other TxDOT offices and operations buildings for the purpose of carrying out their oversight and audit functions. (c) The rights of Xxxxxxxxx and the Independent Engineer to audit and inspect under this Tolling Services Agreement shall include the right to monitor, audit and investigate TxDOT’s books and records related to its services hereunder and to monitor and review TxDOT’s systems, practices and procedures concerning Patron Confidential Information obtained and held in connection with this Tolling Services Agreement. Without limiting the foregoing, Developer and the Independent Engineer may exercise such audit and inspection rights to determine the accuracy of the reports provided by TxDOT pursuant to Section 14(d) and (e) and any Delinquent Payment Deductionmade available to EWSD at such location upon demand, Non-Compliance Deduction or Non- Compliance Points stated therein or made or calculated pursuant thereto. (d) TxDOT shall retain the books and records described in Section 15(a) for a minimum period of five at least 3 years after the date year in which the record sales occurred (however, if any audit is begun by EWSD or document if there is generated. Notwithstanding the foregoinga dispute regarding Gross Sales, (i) all Whole Hemp’s records which relate to claims and disputes between TxDOT and Developer shall be retained by Whole Hemp until a final resolution of the audit or dispute). The receipt by EWSD of a statement of Gross Sales shall not constitute an admission of its correctness. EWSD shall be entitled, at EWSD’s expense, to have at any time and from time to time an audit of the Gross Sales made during any period covered by the annual statement and account and to recalculate the rental payable for that period. If there is a deficiency in the payment of Shared Revenues, the deficiency shall be immediately due and payable with interest at a rate equal to 3% in excess of the annual prime interest rate being charged at the time by XX Xxxxxx Xxxxx, or any successor thereto, accruing from the date when the payments should have been made until paid. If there is an overpayment by Whole Hemp, it shall be credited against future Shared Revenue payments due. If Gross Sales have been understated by more than 2% or Whole Hemp fails to record, maintain or make available until any later date that such claims or disputes and actions are finally resolvedthe required sales supporting documentation, Whole Hemp shall be in default, and (ii) shall pay the time period for retention cost of Patron Confidential Information the audit and all other related costs and expenses. If Whole Hemp is late furnishing EWSD any monthly Gross Sales statement, EWSD shall have the right, without notice, to conduct an audit at Whole Hemp’s sole cost. If Whole Hemp does not furnish the Gross Sales documentation referred to above or otherwise impedes EWSD’s audit of Gross Sales, EWSD shall be entitled, in addition to EWSD’s other rights and remedies, to estimate Whole Hemp’s annual Gross Sales as set forth in Section 8.8.3 125% of the AgreementGross Sales for the preceding year, and xxxx Whole Hemp for any Shared Revenues which may be due based upon the estimated Gross Sales. [*] CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

Records and Audit Rights. Adlai Nortye will prepare and provide to Novartis in accordance with Clause 7.1(b), a written report or reports substantially in the form set out in Schedule F showing each of: [***]. For the avoidance of doubt, such written report shall also show details on the aforementioned (a) TxDOT to (c) items for: (i) Axxxx Nortye, its Affiliates and authorized sub-licensees; (ii) last Calendar Quarter and year to date data, for example, up to the last month of the last Calendar Quarter; and (iii) for each Licensed Product (“Sales & Royalty Report”). (a) Adlai Nortye shall maintainkeep complete, true and accurate books and records in accordance with Good Industry Practice, accurate and complete books and records, including electronic data, of or relating its Accounting Standards in relation to (i) all Transponder Transactions and Video Transactions received via TxDOT’s CSC Host, (ii) all actions and dispositions by TxDOT with respect to each Transponder Transaction and Video Transaction received via TxDOT’s CSC Host, (iii) all data, information and calculations relevant to TxDOT Compensation and other fees and charges that TxDOT charges to Developer, itemized by each Transponder Transaction and Video Transaction, and itemized by type, date and amount, (iv) all User violations by User, date and amount, (v) all Incidental Charges directly relating to Project usage, itemized by User, type, date and amount, (vi) TxDOT’s performance of this Tolling Services License Agreement, including in relation to Net Sales and the Sales & Royalties Report. Adlai Nortye will keep such books and records relating for at least [***] years following the Calendar Quarter to compliance or lack of compliance with Performance Standards (including information concerning assignment of Non-Compliance Points) and other obligations of TxDOT under this Tolling Services Agreement, and (vii) all correspondence and other written or electronic communications with Developer relating to this Tolling Services Agreement. TxDOT shall notify Developer where such records and documents are keptwhich they pertain. (b) TxDOT Novartis shall make all have the right for a period of [***] years after receiving each Sales & Royalty Report to audit whether by itself or through its Affiliate(s) and/or to appoint an internationally-recognized independent accounting firm (whether Novartis, its Affiliate or an accounting firm, hereinafter referred to as the “Auditor”) to inspect the relevant records of Axxxx Nortye and its Affiliates or its sublicensees to verify such reports, statements, records or books and records described in Section 15(a) available for audit and inspection by Developer and of accounts, as applicable. Where the Independent Engineer and/or their respective Authorized Representatives or designeesAuditor is not Novartis, at the location where such books and records are customarily maintained, at all times during normal business hours, without charge. TxDOT Auditor shall provide to Developer and the Independent Engineer and their designees copies thereof upon request and at no expense to TxDOT. Developer and/or the Independent Engineer may conduct any such inspection upon two Business Days’ prior written notice, or unannounced and without prior notice where there is good faith suspicion of fraud by TxDOT in connection with performance of this Tolling Services Agreement. The right of inspection includes have the right to make extracts and take notes, which will be subject disclose to the confidentiality provisions Novartis and/or other Affiliates of Novartis its conclusions regarding any payments owed under this Tolling Services License Agreement. Without limiting the foregoing, TxDOT shall afford Developer and its Authorized Representative and the Independent Engineer, and their designees, access during normal business hours to TxDOT’s customer service center and other TxDOT offices and operations buildings for the purpose of carrying out their oversight and audit functions. (c) The rights Axxxx Nortye and its Affiliates and sublicensees shall make their records available for inspection by the Auditor during regular business hours at such place or places where such records are customarily kept, upon receipt of Xxxxxxxxx and reasonable advance notice from Novartis or the Independent Engineer Auditor, as applicable, to audit and inspect under this Tolling Services Agreement shall include the right to monitor, audit and investigate TxDOT’s books and records related to its services hereunder and to monitor and review TxDOT’s systems, practices and procedures concerning Patron Confidential Information obtained and held in connection with this Tolling Services Agreement. Without limiting the foregoing, Developer and the Independent Engineer may exercise such audit and inspection rights to determine verify the accuracy of the reports provided by TxDOT Sales & Royalty Reports and compliance with this License Agreement. All information received and all information learned in the course of any audit or inspection of Adlai Nortye pursuant to Section 14(d) and (e) and any Delinquent Payment Deductionthis Clause 7.4 shall be deemed to be Confidential Information for purposes of this License Agreement, Non-Compliance Deduction or Non- Compliance Points stated therein or made or calculated pursuant theretoincluding Clause 14. (d) TxDOT Novartis shall retain pay for such audits, as well as its own expenses associated with enforcing its rights with respect to any payments hereunder, except that, if an underpayment of more than [***] of the books total payments due hereunder for the applicable Calendar Year is discovered, the reasonable fees and records described in Section 15(aexpenses charged by or incurred by the Auditor shall be paid by Adlai Nortye. (e) for a minimum In the event that the final result of five years after the inspection reveals an undisputed underpayment by Adlai Nortye, the underpaid amount shall be settled promptly to Novartis with interest thereon at the LIBOR rate plus [***] or the highest rate permitted by Law (whichever is lower), computed from the date such underpayment was due until the record or document is generateddate that Adlai Nortye makes the underpayment. Notwithstanding In the foregoingevent that the final result of the inspection reveals an undisputed overpayment by Adlai Nortye, (i) all records which relate to claims and disputes between TxDOT and Developer the underpaid amount shall be retained and made available until any later date that such claims or disputes and actions are finally resolved, and (ii) the time period for retention of Patron Confidential Information shall be as set forth in Section 8.8.3 of the Agreementsettled promptly to Axxxx Nortye from Novartis with no interest thereon.

Records and Audit Rights. (a) TxDOT Contractor shall maintain, in accordance with Good Industry Practice, maintain complete and accurate and complete books and records, including electronic data, records of or relating to (i) all Transponder Transactions and Video Transactions received via TxDOT’s CSC Host, Work; (ii) all actions activities in completion of its Work; and dispositions by TxDOT with respect to each Transponder Transaction and Video Transaction received via TxDOT’s CSC Host, (iii) all datathe services of any subcontractor. All records shall be maintained in accordance with recognized commercial accounting practices for a period of five (5) years after completion of the Project or termination of Agreement, information and calculations relevant to TxDOT Compensation and other fees and charges that TxDOT charges to Developer, itemized by each Transponder Transaction and Video Transaction, and itemized by type, date and amount, (iv) all User violations by User, date and amount, (v) all Incidental Charges directly relating to Project usage, itemized by User, type, date and amount, (vi) TxDOT’s performance whichever is later. At any time during the term of this Tolling Services AgreementAgreement and for a period of five (5) years thereafter, including books and records relating to compliance Customer or lack a duly authorized audit representative of compliance with Performance Standards (including information concerning assignment of Non-Compliance Points) and other obligations of TxDOT under this Tolling Services Agreement, and (vii) all correspondence and other written or electronic communications with Developer relating to this Tolling Services Agreement. TxDOT shall notify Developer where such records and documents are kept. (b) TxDOT shall make all its books and records described in Section 15(a) available for audit and inspection by Developer and the Independent Engineer and/or their respective Authorized Representatives or designeesCustomer, at the location where such books and records are customarily maintained, at all times during normal business hours, without charge. TxDOT shall provide to Developer and the Independent Engineer and their designees copies thereof upon request its expense and at no expense to TxDOT. Developer and/or the Independent Engineer may conduct any such inspection upon two Business Days’ prior written noticereasonable times, or unannounced and without prior notice where there is good faith suspicion of fraud by TxDOT in connection with performance of this Tolling Services Agreement. The right of inspection includes reserves the right to make extracts audit Contractor's records and take notesbooks relevant to all services provided under this Agreement. In the event the audit reveals any errors (an error is a math or detail error) or overpayments by Customer, Customer shall provide Contractor written notice of said error along with all evidence found in support of such error. If any error found exceeds five percent (5%) of the amount of said invoice from which will be subject the error was found, then Contractor agrees to pay for the cost of said audit. Contractor shall refund the full amount of the overpayments and other charges due or dispute such claim in accordance with the dispute resolution procedure in Agreement within thirty (30) calendar days of the audit findings. A. The following applies if the Project arises from a presidentially declared disaster, Access to Records: 1) The Contractor agrees to provide the State of Louisiana Office of Risk Management, the recipient (Governor’s Office of Homeland Security and Emergency Preparedness), the FEMA Administrator, the Comptroller General of the United States, or any of their authorized representatives access to any books, documents, papers, and records of the Contractor which are directly pertinent to this Agreement for the purposes of making audits, examinations, excerpts, and transcriptions. 2) The Contractor agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed. 3) The Contractor agrees to provide the FEMA Administrator or his authorized representative’s access to construction or other work sites pertaining to the confidentiality provisions of this Tolling Services Agreement. Without limiting the foregoing, TxDOT shall afford Developer and its Authorized Representative and the Independent Engineer, and their designees, access during normal business hours to TxDOT’s customer service center and other TxDOT offices and operations buildings for the purpose of carrying out their oversight and audit functions. (c) The rights of Xxxxxxxxx and the Independent Engineer to audit and inspect work being completed under this Tolling Services Agreement shall include the right to monitor, audit and investigate TxDOT’s books and records related to its services hereunder and to monitor and review TxDOT’s systems, practices and procedures concerning Patron Confidential Information obtained and held in connection with this Tolling Services Agreement. Without limiting the foregoing, Developer and the Independent Engineer may exercise such audit and inspection rights to determine the accuracy of the reports provided by TxDOT pursuant to Section 14(d) and (e) and any Delinquent Payment Deduction, Non-Compliance Deduction or Non- Compliance Points stated therein or made or calculated pursuant thereto. (d) TxDOT shall retain the books and records described in Section 15(a) for a minimum of five years after the date the record or document is generated. Notwithstanding the foregoing, (i) all records which relate to claims and disputes between TxDOT and Developer shall be retained and made available until any later date that such claims or disputes and actions are finally resolved, and (ii) the time period for retention of Patron Confidential Information shall be as set forth in Section 8.8.3 of the Agreement.