Common use of Records, Audit and Inspection Clause in Contracts

Records, Audit and Inspection. Showa Denko and its Permitted Sublicensees and Authorized Contract Manufacturers shall keep accurate and complete financial and technical records with respect to their manufacture and sale or other disposition of Licensed Products, and with respect to the royalties payable to Universal Display hereunder on account thereof, for a minimum of three (3) years from the date of payment of said royalties. An independent certified public accountant selected by Universal Display and approved by Showa Denko (such approval not to be unreasonably withheld), together with such technical support staff as such accountant reasonably deems necessary, shall have the right to audit such records and inspect such of Showa Denko’s or its Permitted Sublicensees’ or Authorized Contract Manufacturers’ materials, equipment and manufacturing processes as are reasonably necessary in order to verify Showa Denko’s payment of all royalties due hereunder. Universal Display shall give reasonable advance notice of any such audit or inspection to Showa Denko, and such audit or inspection shall be conducted during Showa Denko’s or the Permitted Sublicensee’s or Authorized Contract Manufacturer’s normal business hours and in a manner that does not cause unreasonable disruption to Showa Denko’s or the Permitted Sublicensee’s or Authorized Contract Manufacturer’s conduct of its business. The results of any such audit or inspection shall be deemed a Confidential Item (defined below) of Showa Denko and shall not be disclosed by Universal Display except as may be necessary for Universal Display to enforce its rights hereunder. If the audit or inspection reveals that Showa Denko has underpaid any royalties due to Universal Display, Showa Denko shall immediately pay to Universal Display all unpaid royalties, plus interest on the unpaid amounts from the date payment was initially due at the rate specified in Section 6.1 above. Universal Display shall be responsible for paying the fees and expenses charged by the accountant for conducting any audit or inspection hereunder; provided, however, that if the unpaid royalties exceed [The confidential material contained herein has been omitted and has been separately filed with the Commission.] of the total royalties that should have been paid by Showa Denko during the audited period, Showa Denko shall promptly reimburse Universal Display for the reasonable fees and expenses charged by such accountant.

Records, Audit and Inspection. Showa Denko and its Permitted Sublicensees and Authorized Contract Manufacturers Panasonic Idemitsu shall keep accurate and complete financial records relating to all Licensed Products made and technical records with respect to their manufacture and sale sold or other disposition of Licensed Products, and with respect to the royalties payable to Universal Display otherwise distributed hereunder on account thereof, for a minimum period of three (3) years from the date of payment of said royaltiesyears. An independent certified public accountant selected by Universal Display and approved by Showa Denko Panasonic Idemitsu (such approval not to be unreasonably withheld), together with such technical support staff as such accountant reasonably deems necessary, shall have the right to audit such records and inspect such of Showa DenkoPanasonic Idemitsu’s or its Permitted Sublicensees’ or Authorized Contract Manufacturers’ materials, equipment and manufacturing processes as are reasonably necessary in order to verify Showa DenkoPanasonic Idemitsu’s payment of all royalties due compliance with its obligations hereunder. Universal Display shall give reasonable advance notice of any such audit or inspection to Showa DenkoPanasonic Idemitsu, and such audit or inspection shall be conducted during Showa Denko’s or the Permitted Sublicensee’s or Authorized Contract ManufacturerPanasonic Idemitsu’s normal business hours and in a manner that does not cause unreasonable disruption to Showa Denko’s or the Permitted Sublicensee’s or Authorized Contract ManufacturerPanasonic Idemitsu’s conduct of its business. The results of any such audit or inspection shall be deemed a Confidential Item (defined below) of Showa Denko Panasonic Idemitsu and shall not be disclosed by Universal Display except as may be necessary for Universal Display to enforce its rights and interests hereunder. If the audit or inspection reveals that Showa Denko Panasonic Idemitsu has underpaid any royalties due to Universal Display, Showa Denko Panasonic Idemitsu shall immediately pay to Universal Display all unpaid royalties, plus interest on the unpaid amounts from the date payment was initially due at the rate specified in Section 6.1 5.1 above. Universal Display shall be responsible for paying the fees and expenses charged by the accountant and/or technical support staff for conducting any audit or inspection hereunder; provided, however, that if the unpaid royalties exceed [The confidential material contained herein has been omitted and has been separately filed with the Commission.***] percent [***] of the total royalties that should have been paid by Showa Denko Panasonic Idemitsu during the audited period, Showa Denko Panasonic Idemitsu shall promptly reimburse Universal Display for the reasonable fees and expenses charged by such accountant. Nothing herein shall limit any other rights or remedies available to Universal Display on account of Panasonic Idemitsu’s breach of its obligations under this Agreement.

Records, Audit and Inspection. Showa Denko and its Permitted Sublicensees and Authorized Contract Manufacturers Lumiotec shall keep accurate and complete financial and technical records with respect relating to their manufacture and sale or other disposition of all Licensed Products, and with respect to Products until the royalties payable to Universal Display hereunder on account thereof, for a minimum of three (3) years from year anniversary of the date of payment of said royaltiesroyalties with respect to such Licensed Products. An independent certified public accountant selected by Universal Display and approved by Showa Denko Lumiotec (such approval not to be unreasonably withheld), together with such technical support staff as such accountant reasonably deems necessary, shall have the right to audit such records and inspect such of Showa DenkoLumiotec’s or its Permitted Sublicensees’ or Authorized Contract Manufacturers’ materials, equipment and manufacturing processes as are reasonably necessary in order to verify Showa DenkoLumiotec’s payment of all royalties due compliance with its obligations hereunder. Universal Display shall give reasonable advance notice of any such audit or inspection to Showa DenkoLumiotec, and such audit or inspection shall be conducted during Showa Denko’s or the Permitted Sublicensee’s or Authorized Contract ManufacturerLumiotec’s normal business hours and in a manner that does not cause unreasonable disruption to Showa Denko’s or the Permitted Sublicensee’s or Authorized Contract ManufacturerLumiotec’s conduct of its business. The results of any such audit or inspection shall be deemed a Confidential Item (defined below) of Showa Denko Lumiotec and shall not be disclosed by Universal Display except as may be necessary for Universal Display to enforce its rights and interests hereunder. If the audit or inspection reveals that Showa Denko Lumiotec has underpaid any royalties due to Universal Display, Showa Denko Lumiotec shall immediately pay to Universal Display all unpaid royalties, plus interest on the unpaid amounts from the date payment was initially due at the rate specified in Section 6.1 5.1 above. Universal Display shall be responsible for paying the fees and expenses charged by the accountant for conducting any audit or inspection hereunder; provided, however, that if the unpaid royalties exceed [The confidential material contained herein has been omitted and has been separately filed with the Commission.***] percent ([***]) of the total royalties that should have been paid by Showa Denko Lumiotec during the audited period, Showa Denko Lumiotec shall promptly reimburse Universal Display for the reasonable fees and expenses charged by such accountant. Nothing herein shall limit any other rights or remedies available to Universal Display on account of Lumiotec’s underpayment of royalties or other breach of its obligations under this Agreement.

Records, Audit and Inspection. Showa Denko and its Permitted Sublicensees and Authorized Contract Manufacturers shall keep accurate and complete financial and technical records with respect to their manufacture and sale or other disposition of Licensed Products, and with respect to the royalties payable to Universal Display hereunder on account thereof, for a minimum of three (3) years from the date of payment of said royalties. An independent certified public accountant selected by Universal Display and approved by Showa Denko (such approval not to be unreasonably withheld), together with such technical support staff as such accountant reasonably deems necessary, shall have the right to audit such records and inspect such of Showa Denko’s or its Permitted Sublicensees’ or Authorized Contract Manufacturers’ materials, equipment and manufacturing processes as are reasonably necessary in order to verify Showa Denko’s payment of all royalties due hereunder. Universal Display shall give reasonable advance notice of any such audit or inspection to Showa Denko, and such audit or inspection shall be conducted during Showa Denko’s or the Permitted Sublicensee’s or Authorized Contract Manufacturer’s normal business hours and in a manner that does not cause unreasonable disruption to Showa Denko’s or the Permitted Sublicensee’s or Authorized Contract Manufacturer’s conduct of its business. The results of any such audit or inspection shall be deemed a Confidential Item (defined below) of Showa Denko and shall not be disclosed by Universal Display except as may be necessary for Universal Display to enforce its rights hereunder. If the audit or inspection reveals that Showa Denko has underpaid any royalties due to Universal Display, Showa Denko shall immediately pay to Universal Display all unpaid royalties, plus interest on the unpaid amounts from the date payment was initially due at the rate specified in Section 6.1 above. Universal Display shall be responsible for paying the fees and expenses charged by the accountant for conducting any audit or inspection hereunder; provided, however, that if the unpaid royalties exceed [The confidential material contained herein has been omitted and has been separately filed with the Commission.] percent [The confidential material contained herein has been omitted and has been separately filed with the Commission.] of the total royalties that should have been paid by Showa Denko during the audited period, Showa Denko shall promptly reimburse Universal Display for the reasonable fees and expenses charged by such accountant.