Common use of Records and Audits Clause in Contracts

Records and Audits. Licensee shall create and maintain complete and accurate records and documentation concerning all sales of Products by Licensee, its Affiliates and Permitted Sublicensees as well as transactions based upon which Non-Royalty Sublicense Revenue is due, in sufficient detail to enable the Royalties and Non-Royalty Sublicense Revenue, respectively, that is payable hereunder to be determined. Licensee shall retain such records and documentation for not less than seven (7) years from the date of their creation. During the term of this Agreement and for a period of three (3) years thereafter, CSMC and its representatives shall have the right to audit such records and documentation as shall pertain to the determination and payment of Royalties and Non-Royalty Sublicense Revenue. Such examiners shall have reasonable access during regular business hours to Licensee’s offices and the relevant records, files and books of account, and shall have the right to examine any other records reasonably necessary to determine the accuracy of the calculations provided by Licensee. The costs of any such audit shall be borne by CSMC, unless as a result of such inspection it is determined that the amounts payable by Licensee for any period are in error by greater than five percent (5%), in which case the costs of such audit shall be borne by Licensee. CSMC shall report the results of any such audit to Licensee within forty-five (45) days of completion. Thereafter, Licensee shall promptly pay to CSMC the amount of any underpayment discovered in such audit, or CSMC shall credit to Licensee against future Royalty payments the amount of any overpayment discovered in such audit, as the case may be. In addition, Licensee shall pay interest on any underpayment at the rate that is the lower of (i) two percent (2%) over the rate of interest announced by Bank of America in Los Angeles, California (or any successor in interest thereto or any commercially equivalent financial institution if no such successor exists) to be its “prime rate”, or (ii) the highest rate permitted by applicable law, from the date such amount was underpaid to the date payment is actually received.

Records and Audits. Licensee Aegerion shall create keep, and maintain complete and accurate records and documentation concerning all sales shall cause each of Products by Licensee, its Affiliates and Permitted Sublicensees Sublicensees, as well as transactions based upon which Non-Royalty Sublicense Revenue is dueapplicable, in sufficient detail to enable keep adequate books and records of accounting for the Royalties and Non-Royalty Sublicense Revenue, respectively, that is purpose of calculating all royalties payable hereunder to be determinedBayer hereunder. Licensee shall retain such records and documentation for not less than seven For the two (72) years from next following the date end of the calendar year to which each shall pertain, such books and records of accounting (including those of Aegerion’s Affiliates and Sublicensees, as applicable) shall be kept at each of their creationprincipal place of business and shall be open for inspection at reasonable times and upon reasonable notice by an independent certified accountant selected by Bayer, and which is reasonably acceptable to Aegerion, for the sole purpose of inspecting the royalties due to Bayer under this Agreement. During the term of this Agreement In no event shall such inspections be conducted hereunder more frequently than once every twelve (12) months. Such accountant must have executed and for a period of three (3) years thereafter, CSMC delivered to Aegerion and its representatives Affiliates and Sublicensees, as applicable, a confidentiality agreement as reasonably requested by Aegerion, which shall have include provisions limiting such accountant’s disclosure to Bayer to only the right to audit results and basis for such records and documentation as results of such inspection. The results of such inspection, if any, shall pertain to the determination and payment be binding on both Parties. Any underpayments shall be paid by Aegerion within thirty (30) days of Royalties and Non-Royalty Sublicense Revenue. Such examiners shall have reasonable access during regular business hours to Licensee’s offices and the relevant records, files and books of account, and shall have the right to examine any other records reasonably necessary to determine the accuracy notification of the calculations provided by Licenseeresults of such inspection. The costs of any such audit Any overpayments shall be borne fully creditable against amounts payable in subsequent payment periods. Bayer shall pay for such inspections, except that in the event there is any upward adjustment in aggregate royalties payable for any calendar year shown by CSMC, unless as a result of such inspection it is determined that of more than [CONFIDENTIAL TREATMENT REQUESTED] /*/ percent ([CONFIDENTIAL TREATMENT REQUESTED] /*/%) of the amounts payable by Licensee amount paid, Aegerion shall reimburse Bayer for any period are in error by greater than five percent (5%), in which case the reasonable out-of-pocket costs of such audit accountant. Any underpayments or overpayments under this Section 5.7(c) shall be borne by Licensee. CSMC shall report the results of any such audit to Licensee within forty-five (45) days of completion. Thereafter, Licensee shall promptly pay to CSMC the amount of any underpayment discovered in such audit, or CSMC shall credit to Licensee against future Royalty payments the amount of any overpayment discovered in such audit, as the case may be. In addition, Licensee shall pay interest on any underpayment at the rate that is the lower of (i) two percent (2%) over the rate of interest announced by Bank of America in Los Angeles, California (or any successor in interest thereto or any commercially equivalent financial institution if no such successor exists) to be its “prime rate”, or (ii) the highest rate permitted by applicable law, from the date such amount was underpaid subject to the date payment is actually receivedcurrency exchange provisions set forth in Section 5.7(d) as applied to the calendar quarter during which the royalty obligations giving rise to such underpayment or overpayment were incurred by Aegerion.

Records and Audits. Licensee shall create Merck will maintain (and maintain complete will cause its Affiliates or Sublicensees to maintain) accurate books and accurate records and documentation concerning all of accounting to document the sales of Products by Licensee, its Affiliates and Permitted Sublicensees as well as transactions based upon which Non-Royalty Sublicense Revenue is due, the calculation of royalties payable to Ra in sufficient detail to enable the Royalties and Non-Royalty Sublicense Revenue, respectively, that is payable hereunder to be determinedTerritory. Licensee shall retain such records and documentation for not less than seven (7) years from the date of their creation. During the term of this Agreement and for For a period of three (3) years thereafter, CSMC and its representatives shall have [ *** ] following the right to audit such records and documentation as shall pertain to the determination and payment end of Royalties and Non-Royalty Sublicense Revenue. Such examiners shall have reasonable access during regular business hours to Licensee’s offices and the relevant recordscalendar year, files the relevant books and books records will, upon written request by Ra, be made reasonably available for inspection by an internationally recognized firm of account, independent certified public accountants (to be selected by Ra and shall have the right reasonably acceptable to examine any other records Merck) as reasonably necessary to determine verify the accuracy of royalty reports for the calculations relevant period. Access to such books and records will be during normal business hours and upon reasonable prior notice; provided by Licenseethat in no event will any such audits or inspections be conducted more frequently than once per calendar year. The costs auditors will, upon request, enter into a confidentiality agreement as reasonably requested by Merck. The auditors will be permitted to disclose to Ra only whether the royalty reports are correct or incorrect, and the details and amounts of any such discrepancies. The auditors will also provide to Merck, upon request, a copy of any audit shall be borne by CSMC, unless reports and findings that are provided to Ra as a result of such inspection it is determined that inspection. If the auditors correctly identify any underpayments or overpayments, the amount of any underpayments will be paid to Ra by Merck within [ *** ] days of notification of the results of such inspection, and any overpayments will be fully creditable against amounts payable by Licensee to Ra in subsequent periods. Ra will be solely responsible for any period are in error by greater than five percent (5%), in which case the costs of such audit shall be borne by Licensee. CSMC shall report the results and expenses of any such audit to Licensee within forty-five inspections, provided, however, that if such audit uncovers an underpayment of royalties by Merck that exceeds the greater of [ *** ] dollars (45$US [ *** ]) days and [ *** ] percent ([ *** ] %) of completionthe total royalties owed for a calendar year, then Merck will reimburse Ra for the reasonable documented audit fees expenses charged by the auditors for such audit inspection. ThereafterFor clarity, Licensee shall promptly pay to CSMC upon the amount expiration of [ *** ] following the end of any underpayment discovered in such auditcalendar year, absent willful misconduct or CSMC shall credit to Licensee against future Royalty payments the amount of any overpayment discovered in such audit, as the case may be. In addition, Licensee shall pay interest on any underpayment at the rate that is the lower of (i) two percent (2%) over the rate of interest announced fraud by Bank of America in Los Angeles, California (Merck or any successor of its Affiliates or Sublicensees, the calculation of royalties payable to Ra under this Agreement with respect to such calendar year will become binding and conclusive upon the parties and their Affiliates, and Merck (and its Affiliates and Sublicensees) and Ra and its Affiliates will be released from any liability or accountability with respect to royalties due or overpayments made under this Agreement for sales of Products during such calendar year. To the extent the provisions of Section 12.6(a)(v)(B)(3) are triggered, the above records and audit provisions shall apply mutatis mutandis to Ra’s payment of royalties to Merck, and Merck’s right to audit in interest thereto or any commercially equivalent financial institution if no such successor exists) to be its “prime rate”, or (ii) the highest rate permitted by applicable law, from the date such amount was underpaid to the date payment is actually receivedconnection therewith.

Records and Audits. Licensee Company shall create and maintain keep complete and accurate records relating to the calculations of Net Sales generated in the then current calendar year and documentation concerning all sales payments required under this Agreement, and during the preceding [*]. Amgen shall have the right, once [*] = 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 406 of Products the Securities Act of 1933, as amended. annually at its own expense, to have a nationally recognized, independent, certified public accounting firm, selected by Licenseeit and subject to Company’s prior written acceptance (which shall not be unreasonably withheld), review any such records of Company and its Affiliates and Permitted Sublicensees as well as transactions based upon which Non-Royalty Sublicense Revenue is due, (the “Audited Party”) in sufficient detail to enable the Royalties and Non-Royalty Sublicense Revenue, respectively, that is payable hereunder to be determined. Licensee shall retain location(s) where such records and documentation for not are maintained by the Audited Party upon reasonable written notice (which shall be no less than seven (7[*] prior written notice) years from the date of their creation. During the term of this Agreement and for a period of three (3) years thereafter, CSMC and its representatives shall have the right to audit such records and documentation as shall pertain to the determination and payment of Royalties and Non-Royalty Sublicense Revenue. Such examiners shall have reasonable access during regular business hours to Licensee’s offices and under obligations of strict confidence, for the relevant records, files sole purpose of verifying the basis and books of account, and shall have the right to examine any other records reasonably necessary to determine the accuracy of payments made under Section 3.4 (Royalties) within the calculations provided by Licensee[*] period preceding the date of the request for review. The costs of any such audit No calendar year shall be borne subject to audit under this Section more than once. Company shall receive a copy of each such report concurrently with receipt by CSMCAmgen. Should such inspection lead to the discovery of a discrepancy to Amgen’ s detriment, unless as a result Company shall, within [*] after receipt of such inspection it report from the accounting firm, pay any undisputed amount of the discrepancy together with interest at the rate set forth in Section 3.8 (Late Payments). Amgen shall pay the full cost of the review unless the underpayment of amounts due to Amgen is determined that the amounts payable by Licensee for any period are in error by greater than five percent (5%)[*] of the amount due for the entire period being examined, in which case Company shall pay the costs cost charged by such accounting firm for such review. Should the audit lead to the discovery of such audit shall be borne by Licensee. CSMC shall report the results of any such audit a discrepancy to Licensee within forty-five (45) days of completion. ThereafterCompany’s detriment, Licensee shall promptly pay to CSMC Company may credit the amount of any underpayment discovered in such auditthe discrepancy, or CSMC shall credit to Licensee without interest, against future Royalty payments payable to Amgen under this Agreement, and if there are no such payments payable, then Amgen shall pay to Company the amount of any overpayment discovered in such auditthe discrepancy, as without interest, within [*] after Amgen’s receipt of the case may be. In addition, Licensee shall pay interest on any underpayment at the rate that is the lower of (i) two percent (2%) over the rate of interest announced by Bank of America in Los Angeles, California (or any successor in interest thereto or any commercially equivalent financial institution if no such successor exists) to be its “prime rate”, or (ii) the highest rate permitted by applicable law, from the date such amount was underpaid to the date payment is actually receivedreport.

Records and Audits. Licensee Each Payor shall create keep, and maintain shall require all its Related Parties to keep and maintain, correct and complete books of accounts and accurate other records containing all information and documentation concerning data that may be necessary to ascertain and verify the Net Sales of all sales Licensed Products, the royalties payable under this Schedule 2 and the achievement of Products all milestone events. Such accounts and records, and the calculation of royalties will be carried out in accordance with U.S. Generally Accepted Accounting Principles (or such other generally accepted accounting methodology used by Licensee, its Affiliates and Permitted Sublicensees as well as transactions based upon which Non-Royalty Sublicense Revenue is due, in sufficient detail to enable the Royalties and Non-Royalty Sublicense Revenue, respectively, that is payable hereunder to be determined. Licensee shall retain such records and documentation for not less than seven (7Payor’s Related Parties) years from the date of their creationapplied on a consistent basis. During the term of this Supplemental Agreement and for a period of three (3) [**] years thereafterfollowing its termination or expiration, CSMC UBC, for the benefit of UBC and its representatives AlCana, shall have the right from time to audit time (not to exceed [**] during each calendar year) to have an independent certified public accountant inspect such books and records and documentation as shall pertain to the determination and payment of Royalties and Non-Royalty Sublicense Revenuea Payor and/or its Affiliates at UBC’s and/or AlCana’s expense. Such examiners inspection shall have be conducted after reasonable access prior notice by UBC to such Payor during regular such Payor’s ordinary business hours hours, shall not be more frequent than [**] during each calendar year and may cover only the [**] years immediately preceding the date of the audit. Any such independent certified accountant shall be reasonably acceptable to Licenseesuch Payor, shall execute such Payor’s offices and the relevant records, files and books standard form of accountconfidentiality agreement, and shall have be permitted to share with UBC solely its findings (the right “Findings”) with respect to examine any other records reasonably necessary to determine the accuracy of the calculations provided by LicenseeNet Sales, royalties and milestones reported as payable under this Agreement. The costs If such accounting determines that such Payor paid UBC for the benefit of UBC and AlCana less than the amount properly due in respect of any period which is the subject of the audit, then such audit shall be borne by CSMCPayor will reimburse UBC for the benefit of UBC and AlCana such amount, unless as a result of such inspection it is determined that and if the amounts payable by Licensee for any period are in error by greater than amount underpaid exceeds five percent (5%) of the amount actually due and [**] dollars ($[**]), in which case such Payor will also reimburse UBC for the costs of such audit accounting (including the fees and expenses of the certified public accountant). In the event such accounting determines that the Payor(s) paid more than the amount properly due in respect of any period which is the subject of the audit, then any excess payments shall be borne by Licensee. CSMC shall report credited against future amounts due to UBC for the results benefit of any such audit to Licensee within forty-five (45) days of completion. Thereafter, Licensee shall promptly pay to CSMC the amount of any underpayment discovered in such auditUBC and AlCana, or CSMC shall credit to Licensee against future Royalty payments the amount of any overpayment discovered in such audit, as the case may be. In addition, Licensee shall pay interest on any underpayment at the rate that is the lower of (i) two percent (2%) over the rate of interest announced by Bank of America in Los Angeles, California (or any successor in interest thereto or any commercially equivalent financial institution if no such successor exists) future amounts are reasonably expected to be its “prime rate”due, or (ii) then UBC for the highest rate permitted by applicable law, from the date benefit of UBC and AlCana shall reimburse such amount was underpaid to the date payment is actually receivedPayor promptly for any such overpayment.

Records and Audits. Licensee shall create and maintain complete and accurate records and documentation concerning all sales Sales of Products or Intellectual Property by Licensee, Licensee and its Affiliates and Permitted Sublicensees as well as transactions based upon which Non-Royalty Sublicense Revenue is due, all Sublicensing Income from sublicensees in sufficient detail to enable the Royalties and Non-Royalty Sublicense Revenue, respectively, that is payable hereunder to be determined. Licensee shall retain such records and documentation for not less than seven (7) years from the date of their creation. During the term of this Agreement and for For a period of three (3) years thereafterafter any quarterly Royalty period, CSMC and its representatives shall have the right to audit such records and documentation for that period as shall pertain to the determination and payment of Royalties and Non-Royalty Sublicense RevenueRoyalties. Such examiners shall have reasonable access during regular business hours to Licensee’s offices and the relevant records, files and books of account, and shall have the right to examine any other records reasonably necessary to determine the accuracy of the calculations provided by Licensee. Licensee under this Schedule G. The costs of any such audit shall be borne by CSMC, unless as a result of such inspection it is determined that the amounts payable by Licensee for any period are in error by greater than five percent (5%), in which case the costs of such audit shall be borne by Licensee. CSMC shall report the results of any such audit to Licensee within forty-forty five (45) days of completion. Thereafter, Licensee shall promptly pay to CSMC the amount of any underpayment discovered in such audit, or CSMC shall credit to Licensee against future Royalty payments the amount of any overpayment discovered in such audit, as the case may be. Any amounts owed by CSMC to Licensee due to any overpayment of the required Royalty not recovered within six months through the credit described in the preceding sentence shall promptly be paid by CSMC to Licensee. In addition, Licensee shall pay interest on any underpayment at the rate that is the lower of (i) two percent (2%) over the rate of interest announced by Bank of America in Los Angeles, California (or any successor in interest thereto or any commercially equivalent financial institution if no such successor exists) to be its “prime rate”, or (ii) the highest rate permitted by applicable law, from the date such amount was underpaid to the date payment is actually received.

Records and Audits. Licensee shall create maintain at its offices accurate and maintain complete books of record of Product Net Sales and accurate records Product EBITDA, consistent with sound business and documentation concerning all sales of Products by Licenseeaccounting practices, its Affiliates and Permitted Sublicensees as well as transactions based upon which Non-Royalty Sublicense Revenue is due, in sufficient detail to enable during the Royalties and Non-Royalty Sublicense Revenue, respectively, that is payable hereunder to be determined. Licensee shall retain such records and documentation for not less than seven (7) years from the date of their creation. During the term of this Agreement and for a period of most recent three (3) years year period. During the Term and for one (1) year thereafter, CSMC and its representatives Licensee shall have the right to audit make such records and documentation as shall pertain to the determination and payment books of Royalties and Non-Royalty Sublicense Revenue. Such examiners shall have record available (upon reasonable access during regular business hours prior, written notice to Licensee) for inspection by Citius’s offices and designated accounting firm reasonably acceptable to Licensee, for the relevant records, files and books purpose of account, and verifying Licensee’s payments to Citius hereunder. Citius may conduct such inspections no more than one (1) time per year. Citius shall have be responsible for the right to examine any other records reasonably necessary to determine the accuracy of the calculations provided by Licensee. The costs cost of any such audit shall be borne by CSMCinspection; provided, unless as a result of such however, that if an inspection it is determined that the amounts payable by Licensee shows for any period are year an underpayment in error by excess of the greater than of five percent (5%) of amounts payable hereunder, then Licensee shall reimburse Citius for the reasonable, documented cost of the inspection at the time Licensee pays the underpaid amounts. In the event that any such inspection reveals an underpayment or an overpayment in the amounts that should have been paid by Licensee to Citius hereunder, then the underpayment amount shall be paid, or the overpayment amount shall be returned (as applicable), in which case the costs of such audit shall be borne by Licensee. CSMC shall report the results of any such audit to Licensee within forty-five (45) days of completionafter the party to receive such payment makes a demand therefor. Thereafter, Licensee Citius shall promptly pay cause its accounting firm to CSMC the amount of any underpayment discovered retain all information subject to review under this Section 7.1 in such audit, or CSMC shall credit to Licensee against future Royalty payments the amount of any overpayment discovered in such audit, as the case may bestrict confidence. In addition, Licensee shall pay interest on have the right to require that such accounting firm, prior to conducting such inspection, enter into an appropriate non-disclosure agreement with Licensee regarding such information. Citius will cause its accounting firm to make all results of any underpayment at such inspection available to Licensee. The accounting firm shall disclose to Citius only whether Licensee’s financial records are correct or not and the rate that is the lower amount of any discrepancy. No other information shall be shared with Citius. Citius shall treat all such information as Licensee’s Confidential Information (i) two percent (2%) over the rate of interest announced by Bank of America in Los Angelesas defined below); provided, California (or any successor in interest thereto or any commercially equivalent financial institution if no such successor exists) to be its “prime rate”however, or (ii) the highest rate permitted by applicable lawthat, from the date such amount was underpaid to the date payment extent Citius is actually receivedrequired to disclose such results to Alpex, Citius shall be permitted to disclose such results to Alpex under an appropriate confidentiality agreement.

Records and Audits. Licensee shall create and maintain complete and accurate records and documentation concerning all sales of Products by Licensee, its Affiliates and Permitted Sublicensees as well as transactions based upon which Non-Royalty Sublicense Revenue is due, in sufficient detail to enable the Royalties and Non-Royalty Sublicense Revenue, respectively, that is payable hereunder to be determined. Licensee shall retain such records and documentation for not less than seven (7) years from the date of their creation. During the term of this Agreement and for a period of three (3) years thereafter, CSMC and its representatives shall have the right to audit such records and documentation as shall pertain to the determination and payment of Royalties and Non-Royalty Sublicense Revenue. Such examiners shall have reasonable access during regular business hours to Licensee’s 's offices and the relevant records, files and books of account, and shall have the right to examine any other records reasonably necessary to determine the accuracy of the calculations provided by Licensee. The costs of any such audit shall be borne by CSMC, unless as a result of such inspection it is determined that the amounts payable by Licensee for any period are in error by greater than five percent (5%), in which case the costs of such audit shall be borne by Licensee. CSMC shall report the results of any such audit to Licensee within forty-five (45) days of completion. Thereafter, Licensee shall promptly pay to CSMC the amount of any underpayment discovered in such audit, or CSMC shall credit to Licensee against future Royalty payments the amount of any overpayment discovered in such audit, as the case may be. In addition, Licensee shall pay interest on any underpayment at the rate that is the lower of (i) two percent (2%) over the rate of interest announced by Bank of America in Los Angeles, California (or any successor in interest thereto or any commercially equivalent financial institution if no such successor exists) to be its “" prime rate”", or (ii) the highest rate permitted by applicable law, from the date such amount was underpaid to the date payment is actually received.

Records and Audits. Licensee Prometheus shall create and maintain complete and accurate records and documentation concerning all sales Sales of Royalty Bearing Products or Intellectual Property by Licensee, Prometheus and its Affiliates and Permitted Sublicensees as well as transactions based upon which Non-Royalty Sublicense Revenue is due, licensees in sufficient detail to enable the Royalties and Non-Royalty Sublicense Revenue, respectively, that is payable hereunder to be determined. Licensee Prometheus shall retain such records and documentation for not less than seven (7) years from the date of their creation. During the term of this Agreement and for a period of three (3) years thereafter, CSMC and its UCLA and their representatives shall have the right to audit such records and documentation as shall pertain to the determination and payment of Royalties and Non-Royalty Sublicense RevenueRoyalties. Such examiners shall have reasonable access during regular business hours to Licensee’s Prometheus' offices and the relevant records, files and books of account, and shall have the right to examine any other records reasonably necessary to determine the accuracy of the calculations provided by LicenseePrometheus under this Schedule. The costs of any such audit shall be borne by CSMCCSMC and UCLA, unless as a result of such inspection it is determined that the amounts payable by Licensee Prometheus for any period are in error by greater than five percent [***] Percent (5[***]%), in which case the costs of such audit shall be borne by LicenseePrometheus. CSMC and UCLA shall report the results of any such audit to Licensee Prometheus within forty-five (45) days of completion. Thereafter, Licensee Prometheus shall promptly pay to CSMC and UCLA the amount of any underpayment discovered in such audit, or CSMC and UCLA shall credit to Licensee Prometheus against future Royalty payments the amount of any overpayment discovered in such audit, as the case may be. In addition, Licensee Prometheus shall pay interest on any underpayment at the a rate that is the lower of (i) two percent [***] Percent (2[***]%) over the rate of interest announced by Bank of America in Los Angeles, California (or any successor in interest thereto or any commercially equivalent financial institution if no such successor exists) to be its “"prime rate”, " or (ii) the highest rate permitted by applicable law, from the date such amount was underpaid to the date payment is actually received.

Records and Audits. Licensee shall create and maintain complete and accurate records and documentation concerning all sales of Products by Licensee, its Affiliates and Permitted Sublicensees as well as transactions based upon which Non-Royalty Sublicense Revenue is dueSublicensees, in sufficient detail to enable the Royalties and Non-Royalty Sublicense Revenue, respectively, that is are payable hereunder to be determined. Licensee shall retain such records and documentation for not less than seven (7) [***] years from the date of their creation. During the term of this Agreement Term and for a period of three (3) [***] years thereafter, CSMC and its representatives shall have the right to audit such records and documentation as shall pertain to the determination and payment of Royalties and Non-Royalty Sublicense Revenueof. Such examiners shall have reasonable access during regular business hours to Licensee’s offices and the relevant records, files and books of account, and shall have the right to examine any other records reasonably necessary to determine the accuracy of the calculations provided by Licensee. The costs of any such audit shall be borne by CSMC, unless as a result of such inspection it is determined that the amounts payable by Licensee for any period are in error by greater than five percent (5%)[***], in which case the costs of such audit shall be borne by Licensee. CSMC shall report the results of any such audit to Licensee within forty-five (45) [***] days of completion. Thereafter, Licensee agrees it shall promptly pay to CSMC the amount of any underpayment discovered in such audit, or CSMC shall credit to Licensee against future Royalty payments the amount of any overpayment discovered in such audit, as the case may be. In addition, Licensee shall pay interest on any underpayment at the rate that is the lower of (i) two percent (2%) [***] over the rate of interest announced by Bank of America in Los Angeles, California (or any successor in interest thereto or any commercially equivalent financial institution if no such successor exists) to be its “prime rate”, or (ii) the highest rate permitted by applicable law, from the date such amount was underpaid to the date payment is actually received.

Records and Audits. Licensee shall create and maintain complete and accurate records and documentation concerning all sales Sales of Products by Licensee, Licensee and its Affiliates and Permitted Sublicensees as well as transactions based upon which Non-Royalty Sublicense Revenue is Fees are due, in sufficient detail to enable the Royalties and Non-Royalty Sublicense RevenueFees, respectively, that is payable hereunder to be determined. Licensee shall retain such records and documentation for not less [ * ] = 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 Exchange Act of 1934, as amended. than seven (7) years from the date of their creation. During the term of this Agreement and for a period of three (3) years thereafter, CSMC and its representatives shall have the right to audit such records and documentation as shall pertain to the determination and payment of Royalties and Non-Royalty Sublicense RevenueFees. Such examiners shall have reasonable access during regular business hours to Licensee’s offices and the relevant records, files and books of account, and shall have the right to examine any other records reasonably necessary to determine the accuracy of the calculations provided by Licensee. The costs of any such audit shall be borne by CSMC, unless as a result of such inspection it is determined that the amounts payable by Licensee for any period are in error by greater than five percent (5%), in which case the costs of such audit shall be borne by Licensee. CSMC shall report the results of any such audit to Licensee within forty-five forty‑five (45) days of completion. Thereafter, Licensee shall promptly pay to CSMC the amount of any underpayment discovered in such audit, or CSMC shall credit to Licensee against future Royalty payments the amount of any overpayment discovered in such audit, as the case may be. In addition, Licensee shall pay interest on any underpayment at the rate that is the lower of (i) two percent (2%) over the rate of interest announced by Bank of America in Los Angeles, California (or any successor in interest thereto or any commercially equivalent financial institution if no such successor exists) to be its “prime rate”, or (ii) the highest rate permitted by applicable law, from the date such amount was underpaid to the date payment is actually received.

Records and Audits. Licensee shall create and maintain complete and accurate records and documentation concerning all sales of Products by Licensee, its Affiliates and Permitted Sublicensees as well as transactions based upon which Non-Royalty Sublicense Revenue is due, in sufficient detail to enable the Royalties and Non-Royalty Sublicense Revenue, respectively, that is payable hereunder to be determined. Licensee shall retain such records and documentation for not less than seven three (73) years from the date of their creation. During the term of this Agreement and for a period of three (3) years thereafter, CSMC and its representatives shall have the right to audit such records and documentation as shall pertain to the determination and payment of Royalties and Non-Royalty Sublicense Revenue. Such examiners shall have reasonable access during regular business hours to Licensee’s offices and the relevant records, files and books of account, and shall have the right to examine any other records reasonably necessary to determine the accuracy of the calculations provided by Licensee. The costs of any such audit shall be borne by CSMC, unless as a result of such inspection it is determined that the amounts payable by Licensee for any period are in error in Licensee’s favor by greater than five seven percent (57%)) of the amount due for such period, in which case the reasonable, documented costs of such audit shall be borne by Licensee. CSMC shall report the results of any such audit to Licensee within forty-five (45) days of completion. Thereafter, Licensee shall promptly pay to CSMC the amount of any underpayment discovered in such audit, or CSMC shall credit to Licensee against future Royalty payments the amount of any overpayment discovered in such audit, as the case may be. In addition, Licensee shall pay interest on any underpayment at the rate that is the lower of (i) two [ ] percent (2[ ]%) over the rate of interest announced by Bank of America in Los Angeles, California (or any successor in interest thereto or any commercially equivalent financial institution if no such successor exists) to be its “prime rate”, or (ii) the highest rate permitted by applicable law, from the date such amount was underpaid to the date payment is actually received. In the event that interest is payable on any underpayment hereunder, then Licensee shall not also be required to pay the service charge set forth in Section 4.3(i)(vi) on such underpayment amount.

Records and Audits. Licensee shall create and maintain complete and accurate records and documentation concerning all sales of Licensed Products and Licensed Technology Products by Licensee, its Affiliates and Permitted Sublicensees as well as transactions based upon which Non-Royalty Sublicense Revenue is due, in sufficient detail to enable the Royalties and Non-Royalty Sublicense Revenue, respectively, that is payable hereunder to be determined. Licensee shall retain such records and documentation for not less than seven (7) years from the date of their creation. During the term of this Agreement and for a period of three (3) years thereafter, CSMC and its representatives shall have the right to audit such records and documentation as shall pertain to the determination and payment of Royalties and Non-Royalty Sublicense RevenueRevenue upon ten (10) days prior written notice to Licensee. Such examiners shall have reasonable access during regular business hours to Licensee’s offices and the relevant records, files and books of account, and shall have the right to examine any other records reasonably necessary to determine the accuracy of the calculations of Royalties and Non-Royalty Sublicense Revenue provided by Licensee; provided, however, that such examiners must execute a confidentiality agreement in form and substance satisfactory to Licensee. The costs of any such audit shall be borne by CSMC, unless as a result of such inspection it is determined that the amounts payable by Licensee for any period are in error by greater than five percent (5%), in which case the costs of such audit shall be borne by Licensee. CSMC shall report the results of any such audit to Licensee within forty-five thirty (4530) days of completion. Thereafter, Licensee shall promptly pay to CSMC the amount of any underpayment discovered in such audit, or CSMC shall credit to Licensee against future Royalty payments the amount of any overpayment discovered in such audit, as the case may be. In addition, Licensee shall pay interest on any underpayment at the rate that is the lower of (i) two percent (2%) over the rate of interest announced by Bank of America in Los Angeles, California (or any successor in interest thereto or any commercially equivalent financial institution if no such successor exists) to be its “prime rate”, or (ii) the highest rate permitted by applicable law, from the date such amount was underpaid to the date payment is actually received.

Records and Audits. Licensee shall create and maintain complete and accurate records and documentation concerning all sales of Products by Licensee, its Affiliates and Permitted Sublicensees as well as transactions based upon which Non-Royalty Sublicense Revenue is due, in sufficient detail to enable the Royalties and Non-Royalty Sublicense Revenue, respectively, that is payable hereunder to be determined. Licensee shall retain such records and documentation for not less than seven five (75) years from the date of their creation. During the term of this Agreement and for a period of three (3) years thereafter, CSMC and its representatives shall have the right to audit such records and documentation as shall pertain to the determination and payment of Royalties and Non-Royalty Sublicense Revenue. Such examiners shall have reasonable access during regular business hours to Licensee’s offices and the relevant records, files and books of account, and shall have the right to examine any other records reasonably necessary to determine the accuracy of the calculations provided by Licensee. The costs of any such audit shall be borne home by CSMC, unless as a result of such inspection it is determined that the amounts payable by Licensee for any period are in error by greater than five seven and one-half percent (57.5%), in which case the reasonable costs of such audit shall be borne by Licensee. CSMC shall report the results of any such audit to Licensee within forty-five (45) days of completion. Thereafter, Licensee shall promptly pay to CSMC the amount of any underpayment discovered in such audit, or CSMC shall credit to Licensee against future Royalty payments the amount of any overpayment discovered in such audit, as the case may be. In addition, . Licensee shall pay interest on any underpayment at the rate that is the lower of (i) two percent (2%) over the rate of interest announced by Bank of America in Los Angeles, . California (or any successor in interest thereto or any commercially equivalent financial institution if no such successor exists) to be its “prime rate”, or (ii) the highest rate permitted by applicable law, . from the date such amount was underpaid to the date payment is actually received.

Records and Audits. Licensee shall create and maintain complete and accurate records and documentation concerning all sales of Products by Licensee, its Affiliates and Permitted Sublicensees as well as transactions based upon which Non-Royalty Sublicense Revenue is due, in sufficient detail to enable the Royalties and Non-Royalty Sublicense Revenue, respectively, that is payable hereunder to be determined. Licensee shall retain such records and documentation for not less than seven five (75) years from the date of their creation. During the term of this Agreement and for a period of three (3) years thereafter, CSMC and its representatives shall have the right to audit such records and documentation as shall pertain to the determination and payment of Royalties and Non-Royalty Sublicense Revenue. Such examiners shall have reasonable access during regular business hours to Licensee’s offices and the relevant records, files and books of account, and shall have the right to examine any other records reasonably necessary to determine the accuracy of the calculations provided by Licensee. The costs of any such audit shall be borne by CSMC, unless as a result of such inspection it is determined that the amounts payable by Licensee for any period are in error by greater than five seven and one-half percent (57.5%), in which case the reasonable costs of such audit shall be borne by Licensee. CSMC shall report the results of any such audit to Licensee within forty-five (45) days of completion. Thereafter, Licensee shall promptly pay to CSMC the amount of any underpayment discovered in such audit, or CSMC shall credit to Licensee against future Royalty payments the amount of any overpayment discovered in such audit, as the case may be. In addition, Licensee shall pay interest on any underpayment at the rate that is the lower of (i) two percent (2%) over the rate of interest announced by Bank of America in Los Angeles, California (or any successor in interest thereto or any commercially equivalent financial institution if no such successor exists) to be its “prime rate”, or (ii) the highest rate permitted by applicable law, from the date such amount was underpaid to the date payment is actually received.

Records and Audits. (a) Licensee shall create keep, and maintain complete and accurate records and documentation concerning all sales of Products by Licensee, shall require its Affiliates and Permitted Sublicensees as well as transactions based upon which Non-Royalty to keep, accurate and correct records of all Licensed Products manufactured, used, and sold, and Sublicense Revenue is duefees received under this Agreement. Such records shall be retained by Licensee and its Affiliates and Sublicensees for at least five (5) years following a given reporting period. (b) Upon reasonable notice from Licensor to Licensee, in sufficient detail to enable the Royalties and Non-Royalty Sublicense Revenue, respectively, that is payable hereunder to be determined. Licensee shall retain such make (and shall cause its Affiliates and/or Sublicensees to make) all records and documentation for not less than seven (7set forth in Section 4.2(a) years from the date of their creation. During the term of this Agreement and for a period of three (3) years thereafter, CSMC and its representatives shall have the right to audit such records and documentation as shall pertain to the determination and payment of Royalties and Non-Royalty Sublicense Revenue. Such examiners shall have reasonable access during regular business hours to available at Licensee’s offices during normal business hours for inspection at Licensor’s expense (except as otherwise provided in this Section 4.2(b)) by a an accountant selected by Licensor for the sole purpose of verifying reports and payments or other compliance issues. Such accountant shall keep any information learned during or related to the relevant records, files and books of account, audit confidential as provided in Section 4.3 and shall have the right not disclose to examine Licensor any information other records reasonably necessary than information relating to determine the accuracy of payments and disclosures made under this Agreement or other compliance issues. In the calculations provided by Licensee. The costs of event that any such audit shall be borne by CSMC, unless as a result inspection shows an underreporting and underpayment in excess of such inspection it is determined that the amounts payable by Licensee for any period are in error by greater than five percent (5%)) for any six-month (6-month) period, in which case then Licensee shall pay the costs cost of such the inspection and/or audit as well as any additional sum that would have been payable to Licensor had Licensee reported correctly, plus an interest charge at a rate of ten percent (10%) per year. Such interest shall be borne calculated from the date the correct payment was due to Licensor up to the date when such payment is actually made by Licensee. CSMC shall report the results For underpayment not in excess of five percent (5%) for any such audit to Licensee within fortysix-five month (456-month) days of completion. Thereafter, Licensee shall promptly pay to CSMC the amount of any underpayment discovered in such audit, or CSMC shall credit to Licensee against future Royalty payments the amount of any overpayment discovered in such audit, as the case may be. In additionperiod, Licensee shall pay the difference within thirty (30) days without interest on any underpayment at the rate that is the lower of (i) two percent (2%) over the rate of interest announced by Bank of America in Los Angeles, California (charge or any successor in interest thereto or any commercially equivalent financial institution if no such successor exists) to be its “prime rate”, or (ii) the highest rate permitted by applicable law, from the date such amount was underpaid to the date payment is actually receivedinspection/audit cost.

Records and Audits. Licensee shall create and maintain complete and accurate records and documentation concerning all sales Sales of Products or Intellectual Property by Licensee, its Affiliates and Permitted Sublicensees as well as transactions based upon which Non-Royalty Sublicense Revenue is due, sublicensees in sufficient detail to enable the Royalties and Non-Royalty Sublicense Revenue, respectively, that is payable hereunder to be determined. Licensee shall retain such records and documentation for not less than seven (7) years from the date of their creation. During the term of this Agreement and for a period of three (3) years thereafter, CSMC and its representatives shall have the right to audit such records and documentation as shall pertain to the determination and payment of Royalties and Non-Royalty Sublicense RevenueRoyalties. Such examiners shall have reasonable access during regular business hours to Licensee’s offices and the relevant records, files and books of account, and shall have the right to examine any other records reasonably necessary to determine the accuracy of the calculations provided by LicenseeLicensee under this Schedule. The costs of any such audit shall be borne by CSMC, unless as a result of such inspection it is determined that the amounts payable by Licensee for any period are in error by greater than five percent (5%), in which case the costs of such audit shall be borne by Licensee. CSMC shall report the results of any such audit to Licensee within forty-five (45) days of completion. Thereafter, Licensee shall promptly pay to CSMC the amount of any underpayment discovered in such audit, or CSMC shall credit to Licensee against future Royalty payments the amount of any overpayment discovered in such audit, as the case may be. In addition, Licensee shall pay interest on any underpayment at the rate that is the lower of (i) two five percent (25%) over the rate of interest announced by Bank of America in Los Angeles, California (or any successor in interest thereto or any commercially equivalent financial institution if no such successor exists) to be its “prime rate”, or (ii) the highest rate permitted by applicable law, from the date such amount was underpaid to the date payment is actually received.

Records and Audits. Licensee shall create and maintain complete and accurate records and documentation concerning all sales of Products by Licensee, its Affiliates and Permitted Sublicensees as well as transactions based upon which Non-Royalty Sublicense Revenue is due, in sufficient detail to enable the Royalties and Non-Royalty Sublicense Revenue, respectively, that is payable hereunder to be determined. Licensee shall retain such records and documentation for not less than seven five (75) years from the date of their creation. During the term of this Agreement and for a period of three (3) years thereafter, CSMC (on behalf of Licensors) and its representatives shall have the right to audit such records and documentation as shall pertain to the determination and payment of Royalties and Non-Royalty Sublicense Revenue. Such examiners shall have reasonable access during regular business hours to Licensee’s offices and the relevant records, files and books of account, and shall have the right to examine any other records reasonably necessary to determine the accuracy of the calculations provided by Licensee. The costs of any such audit shall be borne by CSMC, unless as a result of such inspection it is determined that the amounts payable by Licensee for any period are in error by greater than five seven and one-half percent (57.5%), in which case the reasonable costs of such audit shall be borne by Licensee. CSMC shall report the results of any such audit to Licensee within forty-five (45) days of completion. Thereafter, Licensee shall promptly pay to CSMC the amount of any underpayment discovered in such audit, or CSMC shall credit to Licensee against future Royalty payments the amount of any overpayment discovered in such audit, as the case may be. In addition, . Licensee shall pay interest on any underpayment at the rate that is the lower of (i) two percent (2%) over the rate of interest announced by Bank of America in Los Angeles, California (or any successor in interest thereto or any commercially equivalent financial institution if no such successor exists) to be its “prime rate”, or (ii) the highest rate permitted by applicable law, from the date such amount was underpaid to the date payment is actually received.

Records and Audits. Licensee shall create and maintain complete and accurate records and documentation concerning all sales Sales of Royalty Bearing Products or Intellectual Property by Licensee, its Affiliates and Permitted Sublicensees as well as transactions based upon which Non-Royalty Sublicense Revenue is due, sublicensees in sufficient detail to enable the Royalties and Non-Royalty Sublicense Revenue, respectively, that is payable hereunder to be determined. Licensee shall retain such records and documentation for not less than seven (7) years from the date of their creation. During the term of this Restated Agreement and for a period of three (3) years thereafter, CSMC and its representatives shall have the right to audit such records and documentation as shall pertain to the determination and payment of Royalties and Non-Royalty Sublicense RevenueRoyalties. Such examiners shall have reasonable access during regular business hours to Licensee’s offices and the relevant records, files and books of account, and shall have the right to examine any other records reasonably necessary to determine the accuracy of the calculations provided by LicenseeLicensee under this Schedule. The costs of any such audit shall be borne by CSMC, unless as a result of such inspection it is determined that the amounts payable by Licensee for any period are in error by greater than five percent (5%), in which case the costs of such audit shall be borne by Licensee. CSMC shall report the results of any such audit to Licensee within forty-five (45) days of completion. Thereafter, Licensee shall promptly pay to CSMC the amount of any underpayment discovered in such audit, or CSMC shall credit to Licensee against future Royalty payments the amount of any overpayment discovered in such audit, as the case may be. In addition, Licensee shall pay interest on any underpayment at the rate that is the lower of (i) two five percent (25%) over the rate of interest announced by Bank of America in Los Angeles, California (or any successor in interest thereto or any commercially equivalent financial institution if no such successor exists) to be its “prime rate”, or (ii) the highest rate permitted by applicable law, from the date such amount was underpaid to the date payment is actually received.

Records and Audits. Licensee shall create and maintain complete and accurate records and documentation concerning all sales Sales of Royalty Bearing Products or Intellectual Property by Licensee, its Affiliates and Permitted Sublicensees as well as transactions based upon which Non-Royalty Sublicense Revenue is due, sublicensees in sufficient detail to enable the Royalties and Non-Royalty Sublicense Revenue, respectively, that is payable hereunder to be determined. Licensee shall retain such records and documentation for not less than seven (7) years from the date of their creation. During the term of this Agreement and for a period of three (3) years thereafter, CSMC and its representatives shall have the right to audit such records and documentation as shall pertain to the determination and payment of Royalties and Non-Royalty Sublicense RevenueRoyalties. Such examiners shall have reasonable access during regular business hours to Licensee’s offices and the relevant records, files and books of account, and shall have the right to examine any other records reasonably necessary to determine the accuracy of the calculations provided by LicenseeLicensee under this Schedule. The costs of any such audit shall be borne by CSMC, unless as a result of such inspection it is determined that the amounts payable by Licensee for any period are in error by greater than five percent (5%), in which case the costs of such audit shall be borne by Licensee. CSMC shall report the results of any such audit to Licensee within forty-five (45) days of completion. Thereafter, Licensee shall promptly pay to CSMC the amount of any underpayment discovered in such audit, or CSMC shall credit to Licensee against future Royalty payments the amount of any overpayment discovered in such audit, as the case may be. In addition, Licensee shall pay interest on any underpayment at the rate that is the lower of (i) two percent (2%) over the rate of interest announced by Bank of America in Los Angeles, California (or any successor in interest thereto or any commercially equivalent financial institution if no such successor exists) to be its “prime rate”, or (ii) the highest rate permitted by applicable law, from the date such amount was underpaid to the date payment is actually received.

Records and Audits. Licensee shall create will keep, and maintain complete will cause each of its Affiliates and accurate Sublicensees, as applicable, to keep adequate books and records of accounting for the purpose of calculating all amounts due to Radius hereunder. For the [*] ([*]) years following the end of the Calendar Year to which each will pertain, such books and documentation concerning all sales records of Products accounting (including those of Licensee’s Affiliates and Sublicensees, as applicable) will be kept at each of their principal place of business and will be open for inspection at reasonable times and upon reasonable notice by an independent certified accountant selected by Radius, and which is reasonably acceptable to Licensee, for the sole purpose of inspecting the amounts due to Radius under this Agreement. In no event will such inspections be conducted hereunder more frequently than once every [*] ([*]) months. Such accountant must have executed and delivered to Licensee and its Affiliates and Sublicensees, as applicable, a confidentiality agreement as reasonably requested by Licensee, its Affiliates which will include provisions limiting such accountant’s disclosure to Radius to only the consolidated results and Permitted Sublicensees as well as transactions based upon which Non-Royalty Sublicense Revenue is duebasis for such results of such inspection. The results of such inspection, in sufficient detail to enable the Royalties and Non-Royalty Sublicense Revenueif any, respectively, that is payable hereunder to will be determinedbinding on both Parties. Any underpayments will be paid by Licensee shall retain such records and documentation for not less than seven within [*] (7[*]) years from the date days of their creation. During the term of this Agreement and for a period of three (3) years thereafter, CSMC and its representatives shall have the right to audit such records and documentation as shall pertain to the determination and payment of Royalties and Non-Royalty Sublicense Revenue. Such examiners shall have reasonable access during regular business hours to Licensee’s offices and the relevant records, files and books of account, and shall have the right to examine any other records reasonably necessary to determine the accuracy notification of the calculations provided by Licensee. The costs of any such audit shall be borne by CSMC, unless as a result results of such inspection it is determined that the inspection. Any overpayments will be fully creditable against amounts payable by Licensee in subsequent payment periods. Radius will pay for such inspections, except that in the event there is any upward adjustment in amounts payable for any period are in error Calendar Year shown by greater such inspection of more than five percent [*] (5%)[*]) of the amount paid, in which case the Licensee will reimburse Radius for any reasonable out-of-pocket costs of such audit shall accountant. Any underpayments or overpayments under this Section 7.5(c) will be borne subject to the currency exchange provisions set forth in Section 7.5(d) as applied to the Calendar Quarter during which the payment obligations giving rise to such underpayment or overpayment were incurred by Licensee. CSMC shall report the results of any such audit to Licensee within forty-five (45) days of completion. Thereafter, Licensee shall promptly pay to CSMC the amount of any underpayment discovered in such audit, or CSMC shall credit to Licensee against future Royalty payments the amount of any overpayment discovered in such audit, as the case may be. In addition, Licensee shall pay interest on any underpayment at the rate that is the lower of (i) two percent (2%) over the rate of interest announced by Bank of America in Los Angeles, California (or any successor in interest thereto or any commercially equivalent financial institution if no such successor exists) to be its “prime rate”, or (ii) the highest rate permitted by applicable law, from the date such amount was underpaid to the date payment is actually received.

Records and Audits. (a) Licensee shall create keep, and maintain complete and accurate records and documentation concerning all sales of Products by Licensee, shall require its Affiliates and Permitted Sublicensees as well as transactions based upon which Non-Royalty Sublicense Revenue is dueto keep, in sufficient detail accurate and correct records of all Licensed Products manufactured, used, and sold. Such records shall be retained by Licensee and its Affiliates and Sublicensees for at least five (5) years following a given reporting period. (b) Upon reasonable notice from Licensor to enable the Royalties and Non-Royalty Sublicense RevenueLicensee, respectively, that is payable hereunder to be determined. Licensee shall retain such make (and shall cause its Affiliates and/or Sublicensees to make) all records and documentation for not less than seven (7set forth in Section 5.2(a) years from the date of their creation. During the term of this Agreement and for a period of three (3) years thereafter, CSMC and its representatives shall have the right to audit such records and documentation as shall pertain to the determination and payment of Royalties and Non-Royalty Sublicense Revenue. Such examiners shall have reasonable access during regular business hours to available at Licensee’s offices during normal business hours for inspection at Licensor’s expense (except as otherwise provided in this Section 5.2(b)) by a Certified Public Accountant selected by Licensor for the sole purpose of verifying reports and payments or other compliance issues. Such accountant shall keep any information learned during or related to the relevant records, files and books of account, audit confidential as provided in Section 5.3 and shall have the right not disclose to examine Licensor any information other records reasonably necessary than information relating to determine the accuracy of payments and disclosures made under this Agreement or other compliance issues. In the calculations provided by Licensee. The costs of event that any such audit shall be borne by CSMC, unless as a result inspection shows an under reporting and underpayment in excess of such inspection it is determined that the amounts payable by Licensee for any period are in error by greater than five percent (5%)) for any six-month (6-month) period, in which case then Licensee shall pay the costs cost of such the inspection and/or audit as well as any additional sum that would have been payable to Licensor had Licensee reported correctly, plus an interest charge at a rate of fifteen percent (15%) per year. Such interest shall be borne calculated from the date the correct payment was due to Licensor up to the date when such payment is actually made by Licensee. CSMC shall report the results For underpayment not in excess of five percent (5%) for any such audit to Licensee within fortysix-five month (456-month) days of completion. Thereafter, Licensee shall promptly pay to CSMC the amount of any underpayment discovered in such audit, or CSMC shall credit to Licensee against future Royalty payments the amount of any overpayment discovered in such audit, as the case may be. In additionperiod, Licensee shall pay the difference within thirty (30) days without interest on any underpayment at the rate that is the lower of (i) two percent (2%) over the rate of interest announced by Bank of America in Los Angeles, California (charge or any successor in interest thereto or any commercially equivalent financial institution if no such successor exists) to be its “prime rate”, or (ii) the highest rate permitted by applicable law, from the date such amount was underpaid to the date payment is actually receivedinspection/audit cost.

Records and Audits. Licensee shall create maintain at its offices accurate and maintain complete books of record of Product Net Sales and accurate records Product EBITDA, consistent with sound business and documentation concerning all sales of Products by Licenseeaccounting practices, its Affiliates and Permitted Sublicensees as well as transactions based upon which Non-Royalty Sublicense Revenue is due, in sufficient detail to enable during the Royalties and Non-Royalty Sublicense Revenue, respectively, that is payable hereunder to be determined. Licensee shall retain such records and documentation for not less than seven (7) years from the date of their creation. During the term of this Agreement and for a period of most recent three (3) years year period. During the Term and for one (1) year thereafter, CSMC and its representatives Licensee shall have the right to audit make such records and documentation as shall pertain to the determination and payment books of Royalties and Non-Royalty Sublicense Revenue. Such examiners shall have record available (upon reasonable access during regular business hours prior, written notice to Licensee’s offices and ) for inspection by Citius's designated accounting firm reasonably acceptable to Licensee, for the relevant records, files and books purpose of account, and verifying Licensee's payments to Citius hereunder. Citius may conduct such inspections no more than one (1) time per year. Citius shall have be responsible for the right to examine any other records reasonably necessary to determine the accuracy of the calculations provided by Licensee. The costs cost of any such audit shall be borne by CSMCinspection; provided, unless as a result of such however, that if an inspection it is determined that the amounts payable by Licensee shows for any period are year an underpayment in error by excess of the greater than of five percent (5%) of amounts payable hereunder, then Licensee shall reimburse Citius for the reasonable, documented cost of the inspection at the time Licensee pays the underpaid amounts. In the event that any such inspection reveals an underpayment or an overpayment in the amounts that should have been paid by Licensee to Citius hereunder, then the underpayment amount shall be paid, or the overpayment amount shall be returned (as applicable), in which case the costs of such audit shall be borne by Licensee. CSMC shall report the results of any such audit to Licensee within forty-five (45) days of completionafter the party to receive such payment makes a demand therefor. Thereafter, Licensee Citius shall promptly pay cause its accounting firm to CSMC the amount of any underpayment discovered retain all information subject to review under this Section 7.1 in such audit, or CSMC shall credit to Licensee against future Royalty payments the amount of any overpayment discovered in such audit, as the case may bestrict confidence. In addition, Licensee shall pay interest on have the right to require that such accounting firm, prior to conducting such inspection, enter into an appropriate non-disclosure agreement with Licensee regarding such information. Citius will cause its accounting firm to make all results of any underpayment at such inspection available to Licensee. The accounting firm shall disclose to Citius only whether Licensee's financial records are correct or not and the rate that is the lower amount of any discrepancy. No other information shall be shared with Citius. Citius shall treat all such information as Licensee's Confidential Information (i) two percent (2%) over the rate of interest announced by Bank of America in Los Angelesas defined below); provided, California (or any successor in interest thereto or any commercially equivalent financial institution if no such successor exists) to be its “prime rate”however, or (ii) the highest rate permitted by applicable lawthat, from the date such amount was underpaid to the date payment extent Citius is actually receivedrequired to disclose such results to Alpex, Citius shall be permitted to disclose such results to Alpex under an appropriate confidentiality agreement.