Common use of Records, Audit and Inspection Clause in Contracts

Records, Audit and Inspection. Lumiotec shall keep accurate and complete financial and technical records relating to all Licensed Products until the three (3) year anniversary of the date of payment of royalties with respect to such Licensed Products. An independent certified public accountant selected by Universal Display and approved by 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 Lumiotec’s materials, equipment and manufacturing processes as are reasonably necessary in order to verify Lumiotec’s compliance with its obligations hereunder. Universal Display shall give reasonable advance notice of any such audit or inspection to Lumiotec, and such audit or inspection shall be conducted during Lumiotec’s normal business hours and in a manner that does not cause unreasonable disruption to Lumiotec’s conduct of its business. The results of any such audit or inspection shall be deemed a Confidential Item of 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 Lumiotec has underpaid any royalties due to Universal Display, 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 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 [***] percent ([***]) of the total royalties that should have been paid by Lumiotec during the audited period, 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. Lumiotec Showa Denko and its Permitted Sublicensees and Authorized Contract Manufacturers shall keep accurate and complete financial and technical records relating with respect to all their manufacture and sale or other disposition of Licensed Products until Products, and with respect to the royalties payable to Universal Display hereunder on account thereof, for a minimum of three (3) year anniversary of years from the date of payment of royalties with respect to such Licensed Productssaid royalties. An independent certified public accountant selected by Universal Display and approved by Lumiotec 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 LumiotecShowa Denko’s or its Permitted Sublicensees’ or Authorized Contract Manufacturers’ materials, equipment and manufacturing processes as are reasonably necessary in order to verify LumiotecShowa Denko’s compliance with its obligations payment of all royalties due hereunder. Universal Display shall give reasonable advance notice of any such audit or inspection to LumiotecShowa Denko, and such audit or inspection shall be conducted during LumiotecShowa 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 LumiotecShowa 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 Lumiotec Showa Denko 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 Lumiotec Showa Denko has underpaid any royalties due to Universal Display, Lumiotec 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 5.1 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 Lumiotec Showa Denko during the audited period, Lumiotec Showa Denko 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. Lumiotec Panasonic Idemitsu shall keep accurate and complete financial and technical records relating to all Licensed Products until the made and sold or otherwise distributed hereunder for a period of three (3) year anniversary of the date of payment of royalties with respect to such Licensed Productsyears. An independent certified public accountant selected by Universal Display and approved by Lumiotec 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 LumiotecPanasonic Idemitsu’s materials, equipment and manufacturing processes as are reasonably necessary in order to verify LumiotecPanasonic Idemitsu’s compliance with its obligations hereunder. Universal Display shall give reasonable advance notice of any such audit or inspection to LumiotecPanasonic Idemitsu, and such audit or inspection shall be conducted during LumiotecPanasonic Idemitsu’s normal business hours and in a manner that does not cause unreasonable disruption to LumiotecPanasonic Idemitsu’s conduct of its business. The results of any such audit or inspection shall be deemed a Confidential Item of Lumiotec 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 Lumiotec Panasonic Idemitsu has underpaid any royalties due to Universal Display, Lumiotec 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 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 [***] percent ([***]) ] of the total royalties that should have been paid by Lumiotec Panasonic Idemitsu during the audited period, Lumiotec 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 LumiotecPanasonic Idemitsu’s underpayment of royalties or other breach of its obligations under this Agreement.

Records, Audit and Inspection. Lumiotec Kyocera shall, and shall require its Affiliates to, keep accurate and complete financial and technical records relating with respect to all the Licensed Products until the they manufacture, sell or use for three (3) year anniversary of the date of payment of royalties years thereafter, as well as with respect to such Licensed Productsthe royalties payable to Universal Display hereunder. An During the Term and for two (2) years thereafter, an independent certified public accountant selected by Universal Display and approved by Lumiotec Kyocera (such approval not to be unreasonably withheld), together with such technical support staff as such accountant reasonably deems necessarynecessary and approved by Kyocera (such approval not to be unreasonably withheld), shall have the right to audit such records and inspect such of LumiotecKyocera’s and its Affiliates’ materials, equipment and manufacturing processes as are reasonably necessary in order to verify LumiotecKyocera’s compliance with its obligations payment of all royalties due hereunder. Universal Display shall give reasonable advance notice of any such audit or inspection to LumiotecKyocera, and such audit or inspection shall be conducted during LumiotecKyocera’s or its Affiliates’ normal business hours and in a manner that does not cause unreasonable disruption to LumiotecKyocera’s or its Affiliates’ conduct of its their business. The results of any such audit or inspection shall be deemed a Confidential Item of Lumiotec Kyocera 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 Lumiotec Kyocera has underpaid any royalties due to Universal Display, Lumiotec Kyocera 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 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 [***] percent ([***]) of the total royalties that should have been paid by Lumiotec during the audited period, 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.date