Common use of Right to Audit Clause in Contracts

Right to Audit. 8.1 PacifiCorp and Seller shall have the right, upon reasonable notice to the other and during regular business hours and without unduly interfering with the conduct of the other’s business, to access all of PacifiCorp’s or Seller’s records pertaining to invoices under this Agreement and to audit the reports, data, calculations and invoices that must be retained or provided under this Agreement. Each party shall bear its own costs of performing such audit; provided, however, that each Party agrees to cooperate with such audit and shall not charge the other for any reasonable costs (including without limitation the cost of photocopies) that the other may incur as a result of such audit. Each party shall have two (2) years from the date on which a billing statement is received to audit and to challenge that billing statement. 8.2 Should the audit reveal a billing error or errors that resulted in an overpayment by PacifiCorp, the Seller shall refund to PacifiCorp the amount of the overpayment plus interest thereon from the date such overpayment was made by PacifiCorp to (but not including) the date PacifiCorp actually receives the refund thereof from the Seller, such interest to be at an annual rate equal to the Prime Rate in effect on the date such overpayment was made by PacifiCorp plus two percent (2%), provided however, that the interest rate shall at no time exceed the maximum rate allowed by applicable law. Should the audit reveal a billing error or errors that resulted in an underpayment by PacifiCorp, PacifiCorp shall pay to the Seller the amount of the underpayment plus interest thereon from the Due Date thereof to (but not including) the date the Seller actually receives the payment thereof from PacifiCorp, such interest to be at an annual rate equal to the Prime Rate in effect on the date such underpayment was made by PacifiCorp plus two percent (2%), provided however, that the interest rate shall at no time exceed the maximum rate allowed by applicable law. 8.3 PacifiCorp and Seller shall maintain for a period of two (2) years records, including bills and invoices, related to the calculation of payment prices and other material terms herein.

Right to Audit. 8.1 PacifiCorp Upon written request of Licensor, but not more than once in each calendar year nor more than once in respect to any given calendar year, Licensee shall permit an independent public accountant, selected by Licensor and Seller acceptable to Licensee, which acceptance shall not be unreasonable withheld, to have access during normal business hours to those records of Licensee as may be reasonably necessary to verify the rightaccuracy of the royalty reports hereunder in respect of any calendar year ending not more than thirty-six (36) months prior to the date of such request. Licensee shall include in each Sublicense granted by it pursuant to this Agreement a provision requiring the Sublicensee to keep and maintain records of sales made pursuant to such sublicense and to grant the same right of access to such records to Licensor's independent accountant. Upon the expiration of thirty-six (36) months following the end of any calendar year, the calculation of royalties payable with respect to such calendar year shall be binding and conclusive upon the parties, and Licensee and its Sublicensees shall be released from any liability or accountability with respect to royalties (and Licensor for an overpayment of royalties) for such calendar year, unless (a) an audit requested by Licensor prior to expiration of such thirty-six (36) months period has not yet been completed, or (b) Licensor has notified Licensee prior to the expiration of such thirty-six (36) months period that such audit has revealed a discrepancy regarding such calculation. The report prepared by such independent public accountant, a copy of which promptly shall be provided to Licensee, shall disclose only the amount of any underpayment or overpayment of royalties, if any, without disclosure of or reference to supporting documentation. If such independent accountant's report shows any underpayment of royalties, Licensee shall remit or shall cause its Sublicensees to remit to Licensor the amount of such underpayment within thirty (30) days after Licensee's receipt of such report, and if such underpayment exceeds five percent (5%) of the royalty due, Licensee shall reimburse Licensor for its reasonable out-of-pocket expenses for the audit, upon reasonable notice to submission of supporting documentation. Any overpayment of royalties shall be creditable against future royalties payable in subsequent royalty periods, allocated evenly over the other and during regular business hours and without unduly interfering with the conduct of the other’s business, to access all of PacifiCorp’s or Seller’s records pertaining to invoices under this Agreement and to audit the reports, data, calculations and invoices that must be retained or provided under this Agreement. Each party shall bear its own costs of performing such audit; provided, however, that each Party agrees to cooperate with such audit and shall not charge the other for any reasonable costs (including without limitation the cost of photocopies) that the other may incur as a result of such audit. Each party shall have next-following two (2) years from royalty periods. In the event this Agreement is terminated or expires before such overpayment is fully credited, Licensor shall pay Licensee the portion of such overpayment not credited within one hundred twenty (120) days after the date on which a billing statement is received to audit and to challenge that billing statementof such termination or expiration. 8.2 Should the audit reveal a billing error or errors that resulted in an overpayment by PacifiCorp, the Seller shall refund to PacifiCorp the amount of the overpayment plus interest thereon from the date such overpayment was made by PacifiCorp to (but not including) the date PacifiCorp actually receives the refund thereof from the Seller, such interest to be at an annual rate equal to the Prime Rate in effect on the date such overpayment was made by PacifiCorp plus two percent (2%), provided however, that the interest rate shall at no time exceed the maximum rate allowed by applicable law. Should the audit reveal a billing error or errors that resulted in an underpayment by PacifiCorp, PacifiCorp shall pay to the Seller the amount of the underpayment plus interest thereon from the Due Date thereof to (but not including) the date the Seller actually receives the payment thereof from PacifiCorp, such interest to be at an annual rate equal to the Prime Rate in effect on the date such underpayment was made by PacifiCorp plus two percent (2%), provided however, that the interest rate shall at no time exceed the maximum rate allowed by applicable law. 8.3 PacifiCorp and Seller shall maintain for a period of two (2) years records, including bills and invoices, related to the calculation of payment prices and other material terms herein.

Right to Audit. 8.1 PacifiCorp and Seller The COUNTY reserves the right to require CONSULTANT to submit to an audit by any auditor of the COUNTY’S choosing. CONSULTANT shall have the right, upon reasonable notice provide access to the other and all of its records which relate directly or indirectly to this Agreement at its place of business during regular business hours and without unduly interfering with the conduct of the other’s business, to access hours. CONSULTANT shall retain all of PacifiCorp’s or Seller’s records pertaining to invoices under this Agreement and upon request make them available to the COUNTY for five (5) years following expiration of the Agreement, or for such time as set forth in the Florida Department of State, Division of Library and Information Services, General Records Schedule GS1-SL, a copy of which can be found at this link: xxxxx://xxx.xx.xxx/library-archives/records-management/general-records-schedules/, whichever is longer. CONSULTANT agrees to provide such assistance as may be necessary to facilitate the review or audit by the reportsCOUNTY to ensure compliance with applicable accounting and financial standards. If the CONSULTANT provides technology services, data, calculations the CONSULTANT must provide Statement of Standards for Attestations Engagements (SSAE) 16 or 18 and invoices that System and Service Organization Control (SOC) reports upon request by the COUNTY. The SOC reports must be retained or provided under this Agreementfull Type II reports that include the CONSULTANT’S description of control processes, and the independent auditor’s evaluation of the design and operating effectiveness of controls. Each party shall bear its own costs of performing such audit; provided, however, that each Party agrees to cooperate with such audit and shall not charge the other for any reasonable costs (including without limitation the The cost of photocopiesthe reports will be paid by the CONSULTANT. If an audit inspection or examination pursuant to this section discloses overpricing or overcharges of any nature by CONSULTANT to the COUNTY in excess of one percent (1%) that of the other may incur total contract xxxxxxxx, in addition to making adjustments for the overcharges, the reasonable actual cost of the COUNTY’S audit shall be reimbursed to the COUNTY by CONSULTANT. Any adjustments or payments which must be made as a result of any such audit. Each party audit or inspection of CONSULTANT’S invoices and records shall have two (2) years from the date on which be made within a billing statement is received to audit and to challenge that billing statement. 8.2 Should the audit reveal a billing error or errors that resulted in an overpayment by PacifiCorp, the Seller shall refund to PacifiCorp the reasonable amount of time, but in no event shall the overpayment plus interest thereon from the date such overpayment was made by PacifiCorp to (but not including) the date PacifiCorp actually receives the refund thereof from the Seller, such interest to be at an annual rate equal to the Prime Rate in effect on the date such overpayment was made by PacifiCorp plus two percent (2%), provided however, that the interest rate shall at no time exceed the maximum rate allowed by applicable law. Should the audit reveal a billing error or errors that resulted in an underpayment by PacifiCorpninety (90) calendar days, PacifiCorp shall pay to the Seller the amount from presentation of the underpayment plus interest thereon from COUNTY’S audit findings to CONSULTANT. CONSULTANT agrees to include the Due Date thereof to (but not including) requirements of this provision in all contracts with sub-consultants and material suppliers in connection with the date the Seller actually receives the payment thereof from PacifiCorp, such interest to be at an annual rate equal to the Prime Rate in effect on the date such underpayment was made by PacifiCorp plus two percent (2%), provided however, that the interest rate shall at no time exceed the maximum rate allowed by applicable lawwork performed under this Agreement. 8.3 PacifiCorp and Seller shall maintain for a period of two (2) years records, including bills and invoices, related to the calculation of payment prices and other material terms herein.

Right to Audit. 8.1 PacifiCorp Bukwang (or the Primary Licensors on Bukwang’s behalf if authorized in writing to Pharmasset by Bukwang and Seller provided they agree to be bound by the provisions of Sections 4.3 and 4.4) shall have the right, upon reasonable prior notice to Pharmasset, not more than once in each Pharmasset fiscal year nor more than once in respect of any calendar year, through an independent certified public accountant selected by Bukwang or the other Primary Licensors, as applicable, and acceptable to Pharmasset, which acceptance shall not be unreasonably refused, to have access during regular normal business hours and without unduly interfering with to those records of Pharmasset as may be reasonably necessary to verify the conduct accuracy of the other’s businessroyalty reports required to be furnished by Pharmasset pursuant to Section 4.1 of the Agreement. Such accountant may report only the accuracy or inaccuracy of the royalty reports furnished by Pharmasset and, in the event they are determined to be inaccurate, the corrections in the amounts which need to be made to such reports. Pharmasset shall include in any sublicenses granted pursuant to this Agreement a provision requiring the sublicensee to keep and maintain records of sales made pursuant to such sublicense in accordance with U.S. GAAP and to grant access all of PacifiCorpto such records by Bukwang’s or Sellerthe Primary Licensors’ independent certified public accountant, as applicable, under the same terms that Bukwang has access to Pharmasset’s records pertaining to invoices under this Agreement and to audit the reportsrecords. If such independent certified public accountant’s report shows any underpayment of royalties by Pharmasset its Affiliates or sublicensees, data, calculations and invoices that must be retained or provided under this Agreement. Each party shall bear its own costs of performing such audit; provided, however, that each Party agrees to cooperate with such audit and shall not charge the other for any reasonable costs within thirty (including without limitation the cost of photocopies30) that the other may incur as a result days after Pharmasset’s receipt of such audit. Each party report, Pharmasset shall have two remit or shall cause its sublicensees to remit to Bukwang: (2a) years from the date on which a billing statement is received to audit and to challenge that billing statement. 8.2 Should the audit reveal a billing error or errors that resulted in an overpayment by PacifiCorp, the Seller shall refund to PacifiCorp the amount of such underpayment; and Certain portions of this Exhibit have been omitted pursuant to a request for confidentiality. Such omitted portions, which are marked with brackets and asterisks [***], have been separately filed with the Commission. (b) if such underpayment exceeds [***] percent ([***]%) of the total royalties owed for the fiscal year then being reviewed, the reasonably necessary fees and expenses of such independent certified public accountant performing the audit. Otherwise, Bukwang’s accountant’s fees and expenses shall be borne by Bukwang. Any overpayment plus interest thereon from the date of royalties shall be fully creditable against future royalties payable in any subsequent royalty periods or if this Agreement terminates or expires before such overpayment was made by PacifiCorp is fully credited, Bukwang agrees to refund the uncredited portion of such overpayment within thirty (but not including30) days after receipt of the date PacifiCorp actually receives final royalty payment hereunder. Upon the refund thereof from expiration of [***] ([***]) months following the Sellerend of any fiscal year during the term of this Agreement or until the end of Pharmasset’s next subsequent fiscal year after the termination or expiration of this Agreement, the calculation of royalties payable with respect to such interest fiscal year shall be binding and conclusive on Bukwang and Pharmasset, unless an audit for such fiscal year is initiated before expiration of such period. Pharmasset shall retain, and shall cause its Affiliates and sublicensees to retain, those records required to be at an annual rate equal maintained pursuant to the Prime Rate this Section 4.3 in effect on the date such overpayment was made by PacifiCorp plus two percent (2%), provided however, that the interest rate shall at no time exceed the maximum rate allowed by applicable law. Should the audit reveal a billing error or errors that resulted in an underpayment by PacifiCorp, PacifiCorp shall pay to the Seller the amount respect of the underpayment plus interest thereon from the Due Date thereof to (but not including) the date the Seller actually receives the payment thereof from PacifiCorp, such interest to be at an annual rate equal to the Prime Rate in effect on the date such underpayment was made by PacifiCorp plus two percent (2%), provided however, that the interest rate shall at no time exceed the maximum rate allowed by applicable law. 8.3 PacifiCorp and Seller shall maintain each fiscal year for a period of two [***] (2[***]) years recordsmonths after the end of such fiscal year during the term of this Agreement and until the end of Pharmasset’s next subsequent fiscal year thereafter. If Pharmasset disputes the findings generated pursuant to this Section 4.3, including bills the parties shall meet and invoicesdiscuss such dispute. If such dispute is not resolved within forty-five (45) days, related then it shall be subject to the calculation of payment prices and other material terms hereinArticle 19.

Right to Audit. 8.1 PacifiCorp and Seller EMORY shall have the right, upon reasonable at least [*] prior written notice to ALIMERA, not more than [*] in each ALIMERA fiscal year during the other and during regular business hours and without unduly interfering with the conduct term of the other’s business, to access all of PacifiCorp’s or Seller’s records pertaining to invoices under this Agreement and the calendar year immediately following termination of the Agreement, through an independent certified public accountant selected by EMORY and reasonably acceptable to audit ALIMERA (“Auditor”), to have access during normal business hours of ALIMERA to examine the records of ALIMERA to include, but not be limited to, sales invoice registers, sales analysis reports, dataoriginal invoices, calculations inventory records, price lists, sublicense and invoices that must distributor agreements, accounting general ledgers, and sales tax returns, as may be retained or provided * Certain Information has been omitted and filed separately with the Commission Confidential treatment has been requested with respect to the omitted portions. reasonably necessary in order to verify the accuracy of the reports required under Article 4.2 herein and the calculation of any payment due under this Agreement. Each party ALIMERA shall bear include in any sublicenses granted pursuant to this Agreement, a provision requiring the sublicensee to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by an Auditor. The Auditor’s report shall be disclosed to both parties. ALIMERA or its own costs sublicensee may require the Auditor to execute a reasonable nondisclosure agreement prior to conducting any audits contemplated under this Article 4.4. If the Auditor’s report shows any underpayment of performing such audit; providedroyalties or other payments by ALIMERA, howeverits Affiliates or sublicensees, that each Party agrees to cooperate with such audit and shall not charge the other for any reasonable costs (including without limitation the cost of photocopies) that the other may incur as a result within [*] after ALIMERA’s receipt of such audit. Each party report, ALIMERA shall have two remit or shall cause its sublicensees to remit to EMORY: (2i) years from the date on which a billing statement is received to audit and to challenge that billing statement. 8.2 Should the audit reveal a billing error or errors that resulted in an overpayment by PacifiCorp, the Seller shall refund to PacifiCorp the amount of the overpayment plus interest thereon from the date such overpayment was made by PacifiCorp to underpayment; and (but not includingii) the date PacifiCorp actually receives the refund thereof from the Seller, if such interest to be at an annual rate equal to the Prime Rate in effect on the date such overpayment was made by PacifiCorp plus two underpayment exceeds [*] percent (2%), provided however, that the interest rate shall at no time exceed the maximum rate allowed by applicable law. Should the audit reveal a billing error or errors that resulted in an underpayment by PacifiCorp, PacifiCorp shall pay to the Seller the amount of the underpayment plus interest thereon from total royalties owed for the Due Date thereof to (but not including) fiscal year then being reviewed, the date reasonably necessary fees and expenses of such Auditor. Otherwise, the Seller actually receives the payment thereof from PacifiCorp, such interest to Auditor’s fees and expenses shall be at an annual rate equal to the Prime Rate in effect on the date such underpayment was made borne by PacifiCorp plus two percent (2%), provided however, that the interest rate shall at no time exceed the maximum rate allowed by applicable lawEMORY. 8.3 PacifiCorp and Seller shall maintain for a period of two (2) years records, including bills and invoices, related to the calculation of payment prices and other material terms herein.

Right to Audit. 8.1 PacifiCorp and Seller EMORY shall have the right, upon reasonable at least [*] prior written notice to ALIMERA, not more than [*] in each ALIMERA fiscal year during the other and during regular business hours and without unduly interfering with the conduct term of the other’s business, to access all of PacifiCorp’s or Seller’s records pertaining to invoices under this Agreement and * Certain information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to audit the omitted portions. the calendar year immediately following termination of the Agreement, through an independent certified public accountant selected by EMORY and reasonably acceptable to ALIMERA (“Auditor”), to have access during normal business hours of ALIMERA to examine the records of ALIMERA to include, but not be limited to, sales invoice registers, sales analysis reports, dataoriginal invoices, calculations inventory records, price lists, sublicense and invoices that must distributor agreements, accounting general ledgers, and sales tax returns, as may be retained or provided reasonably necessary in order to verify the accuracy of the reports required under Article 4.2 herein and the calculation of any payment due under this Agreement. Each party ALIMERA shall bear include in any sublicenses granted pursuant to this Agreement, a provision requiring the sublicensee to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by an Auditor. The Auditor’s report shall be disclosed to both parties. ALIMERA or its own costs sublicensee may require the Auditor to execute a reasonable nondisclosure agreement prior to conducting any audits contemplated under this Article 4.4. If the Auditor’s report shows any underpayment of performing such audit; providedroyalties or other payments by ALIMERA, howeverits Affiliates or sublicensees, that each Party agrees to cooperate with such audit and shall not charge the other for any reasonable costs (including without limitation the cost of photocopies) that the other may incur as a result within [*] after ALIMERA’s receipt of such audit. Each party report, ALIMERA shall have two remit or shall cause its sublicensees to remit to EMORY: (2i) years from the date on which a billing statement is received to audit and to challenge that billing statement. 8.2 Should the audit reveal a billing error or errors that resulted in an overpayment by PacifiCorp, the Seller shall refund to PacifiCorp the amount of the overpayment plus interest thereon from the date such overpayment was made by PacifiCorp to underpayment; and (but not includingii) the date PacifiCorp actually receives the refund thereof from the Seller, if such interest to be at an annual rate equal to the Prime Rate in effect on the date such overpayment was made by PacifiCorp plus two underpayment exceeds [*] percent (2%), provided however, that the interest rate shall at no time exceed the maximum rate allowed by applicable law. Should the audit reveal a billing error or errors that resulted in an underpayment by PacifiCorp, PacifiCorp shall pay to the Seller the amount of the underpayment plus interest thereon from total royalties owed for the Due Date thereof to (but not including) fiscal year then being reviewed, the date reasonably necessary fees and expenses of such Auditor. Otherwise, the Seller actually receives the payment thereof from PacifiCorp, such interest to Auditor’s fees and expenses shall be at an annual rate equal to the Prime Rate in effect on the date such underpayment was made borne by PacifiCorp plus two percent (2%), provided however, that the interest rate shall at no time exceed the maximum rate allowed by applicable lawEMORY. 8.3 PacifiCorp and Seller shall maintain for a period of two (2) years records, including bills and invoices, related to the calculation of payment prices and other material terms herein.

Right to Audit. 8.1 PacifiCorp Bukwang (or the Primary Licensors on Bukwang’s behalf if authorized in writing to Triangle by Bukwang and Seller provided they agree to be bound by the provisions of Sections 4.2 and 4.3) shall have the right, upon reasonable prior notice to Triangle, not more than once in each Triangle fiscal year nor more than once in respect of any fiscal year, through an independent certified public accountant selected by Bukwang or the other Primary Licensors, as applicable, and acceptable to Triangle, which acceptance shall not be unreasonably refused, to have access during regular normal business hours and without unduly interfering with to those records of Triangle as may be reasonably necessary to verify the conduct accuracy of the other’s businessroyalty reports required to be furnished by Triangle pursuant to Section 4.1 of the Agreement. Such accountant may report only the accuracy or inaccuracy of the royalty reports furnished by Triangle and, in the event they are determined to be inaccurate, the corrections in the amounts which need to be made to such reports. Triangle shall include in any sublicenses granted pursuant to this Agreement a provision requiring the sublicensee to keep and maintain records of sales made pursuant to such sublicense in accordance with U.S. GAAP and to grant access all of PacifiCorpto such records by Bukwang’s or Sellerthe Primary Licensors’ independent certified public accountant, as applicable, under the same terms that Bukwang has access to Triangle’s records pertaining to invoices under this Agreement and to audit the reportsrecords. If such independent certified public accountant’s report shows any underpayment of royalties by Triangle its Affiliates or sublicensees, data, calculations and invoices that must be retained or provided under this Agreement. Each party shall bear its own costs of performing such audit; provided, however, that each Party agrees to cooperate with such audit and shall not charge the other for any reasonable costs within thirty (including without limitation the cost of photocopies30) that the other may incur as a result days after Triangle’s receipt of such audit. Each party report, Triangle shall have two remit or shall cause its sublicensees to remit to Bukwang: (2a) years from the date on which a billing statement is received to audit and to challenge that billing statement. 8.2 Should the audit reveal a billing error or errors that resulted in an overpayment by PacifiCorp, the Seller shall refund to PacifiCorp the amount of such underpayment; and (b) if such underpayment exceeds [BUKWANG REDACTED] of the total royalties owed for the fiscal year then being reviewed, the reasonably necessary fees and expenses of such independent certified public accountant performing the audit. Otherwise, Bukwang’s accountant’s fees and expenses shall be borne by Bukwang. Any overpayment plus interest thereon from the date of royalties shall be fully creditable against future royalties payable in any subsequent royalty periods or if this Agreement terminates or expires before such overpayment was made by PacifiCorp in fully credited, Bukwang agrees to (but not including) refund the date PacifiCorp actually receives uncredited portion of such overpayment within [BUKWANG REDACTED] after receipt of the refund thereof from final royalty payment hereunder. Upon the Sellerexpiration of [BUKWANG REDACTED] following the end of any fiscal year, the calculation of royalties payable with respect to such interest fiscal year shall be binding and conclusive on Bukwang and Triangle, unless an audit for such fiscal year is initiated before expiration of such [BUKWANG REDACTED]. Triangle shall retain, and shall cause its Affiliates and sublicensees to retain, those records required to be at an annual rate equal maintained pursuant to the Prime Rate this Section 4.2 in effect on the date such overpayment was made by PacifiCorp plus two percent (2%), provided however, that the interest rate shall at no time exceed the maximum rate allowed by applicable law. Should the audit reveal a billing error or errors that resulted in an underpayment by PacifiCorp, PacifiCorp shall pay to the Seller the amount respect of the underpayment plus interest thereon from the Due Date thereof to (but not including) the date the Seller actually receives the payment thereof from PacifiCorp, such interest to be at an annual rate equal to the Prime Rate in effect on the date such underpayment was made by PacifiCorp plus two percent (2%), provided however, that the interest rate shall at no time exceed the maximum rate allowed by applicable law. 8.3 PacifiCorp and Seller shall maintain each fiscal year for a period of two (2) years records, including bills and invoices, related to [BUKWANG REDACTED] after the calculation end of payment prices and other material terms hereinsuch fiscal year.

Right to Audit. 8.1 PacifiCorp and Seller Upon not less than ten (10) day’s notice to LICENSEE, LICENSOR, at its expense, shall have the right, upon reasonable notice to right during the other Licensed Term and for three (3) years thereafter at any time during regular business hours and without unduly interfering with the conduct of the other’s businesshours, not more frequently than one time annually,. to access all of PacifiCorp’s or Seller’s records pertaining to invoices under this Agreement and to have a qualified accountant selected by LICENSOR audit the reportsrecords of LICENSEE to the extent necessary to verify LICENSEE’S statements and payments of Royalties, dataincluding the right to examine, calculations photocopy and invoices that must make extracts from such records. Such records shall be retained made available to LICENSOR’S accountant at LICENSEE’S Notice Address stated above. LICENSEE shall cooperate with and assist LICENSOR’S accountant for the purpose of facilitating such audit. The provisions of this paragraph shall survive the termination or provided under expiration of this Agreement. Each party shall bear its own costs of performing such audit; providedIf, however, that each Party agrees to cooperate with such audit and shall not charge the other for any reasonable costs (including without limitation the cost of photocopies) that the other may incur as a result of such audit, LICENSOR’S accountant determines that the amount of Royalties due was greater than the amount reported by LICENSEE in any Quarterly Report furnished pursuant to Section 5. Each party 1, LICENSOR shall have two (2) years from promptly furnish to LICENSEE a copy of the date on which a billing statement is received to audit and to challenge that billing statement. 8.2 Should the audit reveal a billing error or errors that resulted in an overpayment by PacifiCorp, the Seller shall refund to PacifiCorp report of its accountant setting forth the amount of the overpayment plus deficiency showing, in reasonable detail, the basis upon which such deficiency was determined. LICENSEE shall promptly remit to LICENSOR a sum equal to such deficiency, together with interest thereon at the rate prescribed in Section 5.2 from the date such overpayment Royalty was made by PacifiCorp to (but not including) due until the date PacifiCorp actually receives of such remittance. In addition, if the refund thereof from the Seller, such interest to be at an annual rate equal to the Prime Rate in effect on the date such overpayment was made audit reveals underpayment by PacifiCorp plus two more than three percent (23%)) of the Royalties in any quarterly period, provided however, that the interest rate shall at no time exceed the maximum rate allowed by applicable law. Should the audit reveal a billing error or errors that resulted in an underpayment by PacifiCorp, PacifiCorp LICENSEE shall pay to LICENSOR the Seller cost of such audit. If, as a result of such audit, LICENSOR’S accountant determines that the amount of Royalties paid was greater than the underpayment plus interest thereon from the Due Date thereof to (but not including) the date the Seller amount actually receives the payment thereof from PacifiCorpdue, such interest overpayment will be promptly refunded to be at an annual rate equal to the Prime Rate in effect on the date such underpayment was made by PacifiCorp plus two percent (2%), provided however, that the interest rate shall at no time exceed the maximum rate allowed by applicable lawLICENSEE. 8.3 PacifiCorp and Seller shall maintain for a period of two (2) years records, including bills and invoices, related to the calculation of payment prices and other material terms herein.

Right to Audit. 8.1 PacifiCorp 13.1 Distributor will maintain detailed records, books and Seller shall have the right, upon reasonable notice accounts related to the other its Customers and during regular business hours and without unduly interfering with the conduct of the other’s business, to access all of PacifiCorp’s or Seller’s records pertaining to invoices under this Agreement and to audit the reports, data, calculations and invoices that must be retained or provided activities under this Agreement. Each party Distributor will permit QLT’s authorized agents or representatives, during normal business hours at QLT’s expense, to inspect all such documents and other relevant information regardless of its form in retention, including, but not limited to computer files or tapes pertaining to this Agreement. QLT will provide Distributor at least seven (7) days notice in advance of any audit. Any audit hereunder shall bear its own costs be consistent with this Section 13 hereof. 13.2 Distributor will not dispose of performing any records related to this Agreement for a period of [*] from date of creation of such audit; providedrecord, howeveror for such longer amount of time as may be required under applicable law. On request, that each Party agrees Distributor will transfer such records to QLT prior to disposal, at QLT’s expense. 13.3 Distributor shall cooperate with such audit QLT’s auditors to assure a prompt and accurate audit. Distributor shall not charge the other for also cooperate in good faith with QLT to correct any reasonable costs (including without limitation the cost of photocopies) that the other may incur practices which are found to be deficient as a result of any such audit. Each party shall Within thirty (30) days after receipt by Distributor of QLT’s audit report containing findings of deficient practices which have two (2) years from the date on which a billing statement is received to audit and to challenge that billing statement. 8.2 Should the audit reveal a billing error caused or errors that resulted in an overpayment by PacifiCorpexcess fees paid to, or unauthorized or erroneous expenses incurred by, QLT, Distributor shall reimburse QLT for any such excess fees, unauthorized or erroneous expenses within thirty (30) days of provision of such audit findings to Distributor. If Distributor objects to the results of the audit, the Seller shall refund parties will work diligently to PacifiCorp the amount of the overpayment plus interest thereon from the date resolve any issues under this Section 13.3, including raising such overpayment was made by PacifiCorp to (but not including) the date PacifiCorp actually receives the refund thereof from the Seller, such interest to be at an annual rate equal issues to the Prime Rate in effect on the date such overpayment was made by PacifiCorp plus two percent (2%), provided however, that the interest rate shall at no time exceed the maximum rate allowed by applicable lawnext level of management within Distributor and QLT for resolution. Should the audit reveal conducted by QLT result in a billing error or errors that resulted in an finding of underpayment by PacifiCorpQLT to Distributor, PacifiCorp QLT shall, within thirty (30) days of provision of such audit finding to Distributor, remit to Distributor all monies owed. If the parties cannot resolve such issues within sixty (60) days of receipt of QLT’s audit report, the parties shall pay retain an independent certified public accountant, to whom neither party has a reasonable objection, to audit Distributor’s records. The results of such independent accountant’s audit shall be binding upon both parties. The Parties shall [*] of such independent accountant [*]. 13.4 In the Seller event the amount deficiencies relate to compliance with applicable laws or regulations, Distributor shall remedy such deficiencies as soon as possible. 13.5 The right to audit shall survive the expiration or termination of this Agreement by [*]. 13.6 QLT reserves the right, with reasonable advance notification, to enter and inspect Distributor’s returned goods facility or any Distributor’s authorized third party reverse distributor no more than once annually. Distributor shall provide or ensure access to said facilities. Such audit will be performed at the cost of QLT. Submission of returns to QLT shall be deemed acceptance of the underpayment plus interest thereon from terms of QLT’s return policy. The audit will be conducted at QLT’s expense only for the Due Date thereof to (expenses incurred in the hiring of the third party designated by QLT. Other expenses, including but not including) limited to, time spent by permanent or temporary employees of Distributor in the date support of the Seller actually receives the payment thereof from PacifiCorp, such interest to audit will not be at an annual rate equal to the Prime Rate in effect on the date such underpayment was made reimbursed by PacifiCorp plus two percent (2%), provided however, that the interest rate shall at no time exceed the maximum rate allowed by applicable lawQLT. 8.3 PacifiCorp and Seller shall maintain for a period of two (2) years records, including bills and invoices, related to the calculation of payment prices and other material terms herein.

Right to Audit. 8.1 PacifiCorp Upon written request of P&U, at P&U's expense and Seller not more than once in each fiscal year nor more than once in respect of any LUNG RX fiscal year, LUNG RX shall permit an independent public accountant, selected by P&U but not regularly employed by P&U and acceptable to LUNG RX, which acceptance shall not be unreasonably refused, to have access during normal business hours to those records of LUNG RX as may be reasonably necessary to verify the right, upon reasonable notice accuracy of the royalty reports hereunder in respect of any fiscal year ending not more than twenty-four (24) months prior to the other and during regular business hours and without unduly interfering with the conduct date of the other’s business, such request. LUNG RX shall include in each sublicense granted by it pursuant to access all of PacifiCorp’s or Seller’s records pertaining to invoices under this Agreement a provision requiring the sublicensee to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by P&U's independent accountant. Upon the expiration of twenty-four (24) months following the end of any fiscal year, the calculation of royalties payable with respect to such year shall be binding and conclusive upon P&U, unless (a) an audit the reportsrequested by P&U prior to expiration of such twenty-four (24) month period has not yet been completed, data, calculations and invoices or (b) P&U has notified LUNG RX that must be retained or provided under this Agreement. Each party shall bear its own costs of performing such audit; provided, however, that each Party agrees to cooperate with such audit and shall not charge has revealed a discrepancy regarding such calculation prior to the other for any reasonable costs (including without limitation the cost of photocopies) that the other may incur as a result expiration of such audittwenty-four (24) month period; and LUNG RX and its sublicensees shall be released from any liability or accountability with respect to royalties for such fiscal year. Each party The report prepared by such independent accountants, a copy of which promptly shall have two (2) years from the date on which a billing statement is received be provided to audit and to challenge that billing statement. 8.2 Should the audit reveal a billing error or errors that resulted in an overpayment by PacifiCorpLUNG RX, the Seller shall refund to PacifiCorp disclose only the amount of the any underpayment or overpayment plus interest thereon from the date of royalties, if any, without disclosure of or reference to supporting documentation. If such overpayment was made by PacifiCorp independent public accountant's report shows any underpayment of royalties, LUNG RX shall remit or shall cause its sublicensees to (but not including) the date PacifiCorp actually receives the refund thereof from the Seller, such interest remit to be at an annual rate equal to the Prime Rate in effect on the date such overpayment was made by PacifiCorp plus two percent (2%), provided however, that the interest rate shall at no time exceed the maximum rate allowed by applicable law. Should the audit reveal a billing error or errors that resulted in an underpayment by PacifiCorp, PacifiCorp shall pay to the Seller LUNG RX the amount of the underpayment plus interest thereon from the Due Date thereof to (but not including) the date the Seller actually receives the payment thereof from PacifiCorp, such interest to be at an annual rate equal to the Prime Rate in effect on the date such underpayment was made by PacifiCorp plus two percent within thirty (2%)30) days after P&U's receipt of such report. Any overpayment of royalties shall be creditable against future royalties payable in subsequent royalty periods. In the event this Agreement is terminated or expires before such overpayment is fully credited, provided however, that P&U shall pay LUNG RX the interest rate shall at no time exceed the maximum rate allowed by applicable lawportion of such overpayment not credited within thirty (30) days after termination or expiration hereof. 8.3 PacifiCorp and Seller shall maintain for a period of two (2) years records, including bills and invoices, related to the calculation of payment prices and other material terms herein.

Right to Audit. 8.1 PacifiCorp and Seller Tenant shall have the right, upon reasonable notice at Tenant's sole cost and expense, for a period of sixty (60) days after Landlord delivers to Tenant the statement of Landlord's Actual Operating Expenses for the previous calendar year (the "Review Period") to conduct an audit of that portion of Landlord's books and records pertaining only to the other Actual Operating Expenses for such preceding calendar year; provided that the accounting firm conducting the audit and during regular business hours and without unduly interfering with Tenant execute a confidentiality agreement for the conduct benefit of Landlord prior to the commencement of any such audit. This paragraph shall not be construed to limit or abatx Xxxant's obligation to pay the Additional Rental when due as set forth hereinabove. If such audit conducted by Tenant discloses that Tenant has overpaid or underpaid Tenant's proportionate share of Actual Operating Expenses, then, after verification of such audit by Landlord or by accountants selected by Landlord, any overpayment shall be refunded to Tenant (so long as Tenant is not then in default of any of the other’s businessterms of this Lease, to access all of PacifiCorp’s or Seller’s records pertaining to invoices under this Agreement and to audit the reports, data, calculations and invoices that must in which event such overpayment shall be retained or provided under this Agreement. Each party shall bear its own costs of performing such audit; provided, however, that each Party agrees to cooperate with such audit and shall not charge the other for applied against any reasonable costs (including without limitation the cost of photocopies) that the other may incur amount Tenant owes as a result of such default) within thirty (30) days after the verification of the audit, or any underpayment shall be paid to Landlord within thirty (30) days after the verification of the audit. Each party shall have two (2) years from the date on which a billing statement is received to audit and to challenge that billing statement. 8.2 Should If the audit reveal a billing error or errors proves that resulted in an overpayment Landlord's calculation of Tenant's Additional Rental for the calendar year under inspection was overstated by PacifiCorp, the Seller shall refund to PacifiCorp the amount of the overpayment plus interest thereon from the date such overpayment was made by PacifiCorp to (but not including) the date PacifiCorp actually receives the refund thereof from the Seller, such interest to be at an annual rate equal to the Prime Rate in effect on the date such overpayment was made by PacifiCorp plus two more than five percent (25%), provided howeverthen, that the interest rate shall at no time exceed the maximum rate allowed by applicable law. Should the audit reveal a billing error or errors that resulted in an underpayment by PacifiCorpafter verification, PacifiCorp Landlord shall pay Tenant's actual reasonable out-of-pocket audit and inspection fees applicable to the Seller the amount review of said calendar year statement within thirty (30) days after receipt of Tenant's invoice therefor. 39 (a copy of the underpayment plus interest thereon from the Due Date thereof to (but not including) the date the Seller actually receives the payment thereof from PacifiCorpcurrent Building Standard Janitorial Services is attached hereto as Exhibit D, such interest services are subject to be change by Landlord at an annual rate equal any time without notice to the Prime Rate in effect on the date such underpayment was made by PacifiCorp plus two percent (2%Tenant), provided however, that the interest rate shall at no time exceed the maximum rate allowed by applicable law. 8.3 PacifiCorp and Seller shall maintain for a period of two (2) years records, including bills and invoices, related to the calculation of payment prices and other material terms herein.

Right to Audit. 8.1 PacifiCorp This Rider is attached to and Seller a part of that certain Lease Agreement dated as of August 4, 1998, executed by and between B. O. III, LTD., a Texas limited partnership ("Landlord"), and VIGNETTE, INC., a Delaware corporation ("Tenant). Any capitalized term used but not defined herein shall have the rightmeaning assigned to it in the provisions designated in the Lease as the Supplemental Lease Provisions. Landlord and Tenant mutually agree as follows: If a statement reflecting annual Operating Expenses is delivered to Tenant pursuant to subsection 2.202 of the Supplemental Lease Provisions and is not reviewed or prepared by an independent certified public accountant, upon reasonable notice Tenant shall have the right to perform an annual audit at Tenant's expense on Landlord's books and records to the other extent necessary to verify Landlord's calculation of actual Additional Rent for the prior calendar year, provided that such audit shall be conducted by a certified public accountant whose fees are not determined on a percentage of recovery or contingency fee basis, and during regular business hours and without unduly interfering with further provided that the conduct auditor's report reflecting the results of such audit shall be promptly delivered to Landlord. Any such audit shall be conducted, if at all, (i) within sixty (60) days after the receipt of the other’s businessannual statement of actual Additional Rent from Landlord, to access all of PacifiCorp’s (ii) during Landlord's normal business hours, (iii) at the place where Landlord maintains its records (or Seller’s records pertaining to invoices under this Agreement such other place as Landlord shall deliver the appropriate records) and to (iv) only after Landlord has received fifteen (15) days prior written notice. If the audit report reflects that estimated Additional Rent was overcharged or undercharged in the reports, data, calculations audited calendar year and invoices that must be retained or provided under this Agreement. Each party shall bear its own costs of performing Landlord agrees with such audit; provided, however, that each Party agrees to cooperate with such audit and Tenant shall not charge the other for any reasonable costs within twenty (including without limitation the cost of photocopies20) that the other may incur as a result days after receipt of such audit. Each party shall have two (2) years from the date on which a billing statement is received report pay to audit and to challenge that billing statement. 8.2 Should the audit reveal a billing error or errors that resulted in an overpayment by PacifiCorp, the Seller shall refund to PacifiCorp Landlord the amount of any underpayment or, if applicable, Landlord shall allow Tenant a credit against the overpayment plus interest thereon from the date such overpayment was made by PacifiCorp to (but not including) the date PacifiCorp actually receives the refund thereof from the Seller, such interest to be at an annual rate equal to the Prime Rate next accruing installment of Additional Rent in effect on the date such overpayment was made by PacifiCorp plus two percent (2%), provided however, that the interest rate shall at no time exceed the maximum rate allowed by applicable law. Should the audit reveal a billing error or errors that resulted in an underpayment by PacifiCorp, PacifiCorp shall pay to the Seller the amount of any overpayment, and if such overpayment exceeds five percent (5%) of Tenant's Additional Rent payable for the underpayment plus interest thereon from applicable calendar year, Landlord shall reimburse Tenant for the Due Date thereof reasonable cost of the audit. TENANT'S STUDY, TESTING AND INSPECTION RIGHTS This Rider is attached to and a part of that certain Lease Agreement dated as of August 4, 1998, executed by and between B. O. III, LTD., a Texas limited partnership ("Landlord"), and VIGNETTE, INC., a Delaware corporation ("Tenant). Any capitalized term used but not includingdefined herein shall have the meaning assigned to it in the provisions designated in the Lease as the Supplemental Lease Provisions. Landlord and Tenant mutually agree as follows: Prior to commencement of any tenant finish work to be performed by Landlord, Tenant shall have the right to make such studies and investigations and conduct such tests and surveys of the Premises from an environmental standpoint as Tenant deems necessary or appropriate, subject to the condition that all such studies and investigations shall be completed prior to the commencement of any tenant finish work to be performed by Landlord. TENANT SHALL INDEMNIFY AND HOLD HARMLESS LANDLORD FROM, AND REIMBURSE LANDLORD FOR AND WITH RESPECT TO, ANY AND ALL LOSS, DAMAGES, AND CLAIMS RESULTING FROM OR RELATING TO TENANT'S STUDIES, TESTS AND INVESTIGATIONS. If such study, test, investigation or survey evidences hazardous or toxic materials which affect the Premises, Tenant shall have the right to terminate this Lease provided such right shall be exercised, if at all, prior to the commencement of any tenant finish work to be performed by Landlord and, in any event, within ten (10) the date the Seller actually days after Tenant receives the payment thereof from PacifiCorpevidence of hazardous or toxic materials. If Tenant does not exercise such right prior to commencement of any such tenant finish work and within such five (5) day period, such interest Tenant's right to terminate this Lease shall be at an annual rate equal to the Prime Rate in effect on the date such underpayment was made by PacifiCorp plus two percent (2%), provided however, that the interest rate shall at null and void and of no time exceed the maximum rate allowed by applicable lawfurther force or effect. 8.3 PacifiCorp and Seller shall maintain for a period of two (2) years records, including bills and invoices, related to the calculation of payment prices and other material terms herein.

Right to Audit. 8.1 PacifiCorp and Seller shall have the right, upon reasonable advance notice to the other and during regular business hours and without unduly interfering with the conduct of the other’s business, to access all of PacifiCorp’s or Seller’s records pertaining to invoices under this Agreement and to audit the reports, data, calculations and invoices that must be retained or provided under this Agreement. Each party shall bear its own costs of performing such audit; provided, however, that each Party agrees to cooperate with such audit and shall not charge the other for any reasonable costs (including without limitation the cost of photocopies) that the other may incur as a result of such audit. Each party shall have two (2) years from the date on which a billing statement is received to audit and to challenge that billing statement. 8.2 Should the audit reveal a billing error or errors that resulted in an overpayment by PacifiCorp, the Seller shall refund to PacifiCorp the amount of the overpayment plus interest thereon from the date such overpayment was made by PacifiCorp to (but not including) the date PacifiCorp actually receives the refund thereof from the Seller, such interest to be at an annual rate equal to the Prime Rate in effect on the date such overpayment was made by PacifiCorp plus two percent (2%), provided however, that the interest rate shall at no time exceed the maximum rate allowed by applicable law. Should the audit reveal a billing error or errors that resulted in an underpayment by PacifiCorp, PacifiCorp shall pay to the Seller the amount of the underpayment plus interest thereon from the Due Date thereof to (but not including) the date the Seller actually receives the payment thereof from PacifiCorp, such interest to be at an annual rate equal to the Prime Rate in effect on the date such underpayment was made by PacifiCorp plus two percent (2%), provided however, that the interest rate shall at no time exceed the maximum rate allowed by applicable law. 8.3 PacifiCorp and Seller shall maintain for a period of two (2) years records, including bills and invoices, related to the calculation of payment prices and other material terms herein.

Right to Audit. 8.1 14.1 PacifiCorp and Seller shall have the right, upon reasonable notice to the other and during regular business hours and without unduly interfering with the conduct of the other’s business, to access all of PacifiCorp’s or Seller’s records pertaining to invoices under this Agreement including but not limited to documents related to Day-of Changes to the Schedule pursuant to Section 6.7 and any recalculation pursuant to Section 8, and to audit the reports, data, calculations and invoices that must be retained or provided under this Agreement. Each party shall bear its their own costs of performing such audit; provided, however, that each Party agrees to cooperate with such audit and shall not charge the other for any reasonable costs (including without limitation the cost of photocopies) that the other may incur as a result of such audit. Each party shall have two (2) years from the date on which a billing statement is received to audit and to challenge that billing statement. 8.2 14.2 Should the audit reveal discover a billing error or errors that resulted in an overpayment by PacifiCorpPurchaser, the Seller shall refund to PacifiCorp the amount of the overpayment plus interest thereon from the date such overpayment was made by PacifiCorp to (but not including) the date PacifiCorp actually receives the refund thereof from the Seller, such interest to be at an annual rate equal to the Prime Rate in effect on the date such overpayment was made by PacifiCorp plus two ---- percent (2%----%), provided however, that the interest rate shall at no time exceed the maximum rate allowed by applicable law. Should the audit reveal discover a billing error or errors that resulted in an underpayment by PacifiCorp, PacifiCorp shall pay to the Seller the amount of the underpayment plus interest thereon from the Due Date thereof to (but not including) the date the Seller actually receives the payment thereof from PacifiCorp, such interest to be at an annual rate equal to the Prime Rate in effect on the date such underpayment was made by PacifiCorp plus two ---- percent (2%----%), provided however, that the interest rate shall at no time exceed the maximum rate allowed by applicable law. 8.3 14.3 PacifiCorp and Seller shall maintain for a period of two ---- (2----) years records, including bills and invoices, related to the calculation of payment prices and other material terms herein. Seller shall maintain for a period of ---- ( ) years records, including but not limited to bills and invoices, documenting Seller’s incremental costs, including any penalties, incurred in providing unscheduled deliveries or in reducing Scheduled Deliveries.

Right to Audit. 8.1 PacifiCorp Bukwang (or the Primary Licensors on Bukwang’s behalf if authorized in wiring to Eisai by Bukwang and Seller provided they agree to be bound by the provisions of Sections 4.2 and 4.3) shall have the right, upon reasonable prior notice to Eisai, not more than once in each Fiscal Year nor more than once in respect of any Fiscal Year, through an independent certified public accountant selected by Bukwang or the other Primary Licensors, as applicable, and acceptable to Eisai, which acceptance shall not be unreasonably refused, to have access during regular normal business hours and without unduly interfering with to those records of Eisai as may be reasonably necessary to verify the conduct accuracy of the other’s businessroyalty reports required to be furnished by Eisai pursuant to Section 4.1 of the Agreement. Such accountant may report only the accuracy or inaccuracy of the royalty reports furnished by Eisai and, in the event they are determined to be inaccurate, the corrections in the amounts which need to be made to such reports. Eisai shall include in any sublicenses granted pursuant to this Agreement a provision requiring the sublicensee to keep and maintain records of sales made pursuant to such sublicense in accordance with GAAP and to grant access all of PacifiCorpto such records by Bukwang’s or Sellerthe Primary Licensors’ independent certified public accountant, as applicable, under the same terms that Bukwang has access to Eisai’s records pertaining to invoices under this Agreement and to audit the reportsrecords. If such independent certified public accountant’s report shows any underpayment of royalties by Eisai its Affiliates or sublicensees, data, calculations and invoices that must be retained or provided under this Agreement. Each party shall bear its own costs of performing such audit; provided, however, that each Party agrees to cooperate with such audit and shall not charge the other for any reasonable costs within thirty (including without limitation the cost of photocopies30) that the other may incur as a result days after Eisai’s receipt of such audit. Each party report, Eisai shall have two remit or shall cause its sublicensees to remit to Bukwang: (2a) years from the date on which a billing statement is received to audit and to challenge that billing statement. 8.2 Should the audit reveal a billing error or errors that resulted in an overpayment by PacifiCorp, the Seller shall refund to PacifiCorp the amount of such underpayment; and (b) if such underpayment exceeds [BUKWANG REDACTED] percent of the total royalties owed for the Fiscal Year then being reviewed, the reasonably necessary fees and expensed of such independent certified public accountant performing the audit. Otherwise, Bukwang’s accountant’s fees and expenses shall be borne by Bukwang. Any overpayment plus interest thereon from the date of royalties shall be fully creditable against future royalties payable in any subsequent royalty periods or if this Agreement terminates or expires before such overpayment was made by PacifiCorp in fully credited, Bukwang agrees to (but not including) refund the date PacifiCorp actually receives uncredited portion of such overpayment within [BUKWANG REDACTED] after receipt of the refund thereof from final royalty payment hereunder. Upon the Sellerexpiration of [BUKWANG REDACTED] following the end of any Fiscal Year, the calculation of royalties payable with respect to such interest Fiscal Year shall be binding and conclusive on Bukwang and Eisai, unless an audit for such Fiscal Year is initiated before expiration of such [BUKWANG REDACTED] Eisai shall retain, and shall cause its Affiliates and sublicensees to retain, those records required to be at an annual rate equal maintained pursuant to the Prime Rate this Section 4.2 in effect on the date such overpayment was made by PacifiCorp plus two percent (2%), provided however, that the interest rate shall at no time exceed the maximum rate allowed by applicable law. Should the audit reveal a billing error or errors that resulted in an underpayment by PacifiCorp, PacifiCorp shall pay to the Seller the amount respect of the underpayment plus interest thereon from the Due Date thereof to (but not including) the date the Seller actually receives the payment thereof from PacifiCorp, such interest to be at an annual rate equal to the Prime Rate in effect on the date such underpayment was made by PacifiCorp plus two percent (2%), provided however, that the interest rate shall at no time exceed the maximum rate allowed by applicable law. 8.3 PacifiCorp and Seller shall maintain each Fiscal Year for a period of two (2) years records, including bills and invoices, related to [BUKWANG REDACTED] after the calculation end of payment prices and other material terms hereinsuch Fiscal Year.

Right to Audit. 8.1 PacifiCorp (a) Owner reserves the right for Owner's employees, and Seller shall have the rightothers appointed by Owner, upon reasonable notice to the other and conduct examinations, during regular business hours and without unduly interfering with the conduct following reasonable written notice to Manager, of the other’s business, books and records maintained for Owner by Manager no matter where the books and records are located. Owner also reserves the right to access perform any and all additional audit tests relating to Manager's activities (to be conducted at the Property or such other location of PacifiCorp’s or Seller’s records pertaining the books and accounts of the Property mutually agreed upon by Owner and Manager during regular business hours and following reasonable written notice to invoices under this Agreement and to audit the reports, data, calculations and invoices that must be retained or provided under this Agreement. Each party shall bear its own costs of performing such auditManager); provided, however, that each Party agrees such audit tests are related to those activities performed by Manager for Owner. Manager shall reasonably cooperate with Owner so as to facilitate any audit rights provided for hereunder. (b) Any and all such audits conducted by Owner or its agents will be at the sole expense of Owner; provided, however, that notwithstanding the foregoing, if any such audit and shall not charge identifies errors or discrepancies exceeding five percent (5%) of the other for amount reported in such applicable annual financial report, then, in addition to reimbursement of any reasonable costs (including without limitation the cost of photocopies) that the other may incur as a result of such audit. Each party shall have two (2) years from the date on which a billing statement is received to audit and to challenge that billing statement. 8.2 Should the audit reveal a billing error or errors that resulted in an overpayment by PacifiCorpOwner, the Seller Owner shall refund be entitled to PacifiCorp the amount of the overpayment plus (x) interest thereon from at the date such overpayment was made prime rate reported by PacifiCorp to (but not including) the date PacifiCorp actually receives the refund thereof from the Seller, such interest to be at an annual rate equal to the Prime Rate in effect on the date such overpayment was made by PacifiCorp The Wall Street Journal plus two percent (2%)) for the period commencing on the date of such overpayment through the date of payment thereof and (y) Owner's audit cost. (c) Should Owner's employees or agents discover either weaknesses in internal control or errors in recordkeeping, provided Manager shall correct such discrepancies either upon discovery or within a reasonable period of time thereafter; provided, however, that the interest rate shall at no time exceed the maximum rate allowed by applicable law. Should the audit reveal a billing error or errors that resulted in an underpayment by PacifiCorp, PacifiCorp shall pay if Owner does not object to the Seller the amount of the underpayment plus interest thereon from the Due Date thereof to annual financial reports described above for any year within one (but not including1) the date the Seller actually receives the payment thereof from PacifiCorpyear after receipt thereof, such interest to statements shall be at an annual rate equal deemed conclusive and binding on Owner and Owner may not thereafter object to the Prime Rate financial statements or any item therein for such year. Manager shall inform Owner in effect on the date writing of any action taken to correct such underpayment was made by PacifiCorp plus two percent (2%), provided however, that the interest rate shall at no time exceed the maximum rate allowed by applicable lawaudit discrepancies. 8.3 PacifiCorp and Seller shall maintain for a period of two (2) years records, including bills and invoices, related to the calculation of payment prices and other material terms herein.

Right to Audit. 8.1 PacifiCorp and Seller TANABE shall have the right, upon reasonable prior notice to the other VIVUS, not more than once in any CALENDAR YEAR, through an independent certified public accountant selected by TANABE and acceptable to VIVUS, which acceptance shall not be unreasonably refused, to have access during regular normal business hours and without unduly interfering with to those records of VIVUS as may be reasonably necessary to verify the conduct accuracy of the other’s businessreports required to be furnished by VIVUS pursuant to Section 12.1. If such independent certified public accountant's report correctly shows any underpayment of supply price by VIVUS, VIVUS shall remit to access all of PacifiCorp’s or Seller’s records pertaining to invoices under this Agreement and to audit the reports, data, calculations and invoices that must be retained or provided under this Agreement. Each party shall bear its own costs of performing such audit; provided, however, that each Party agrees to cooperate with such audit and shall not charge the other for any reasonable costs TANABE within thirty (including without limitation the cost of photocopies30) that the other may incur as a result days after VIVUS' receipt of such audit. Each party shall have two report: (2a) years from the date on which a billing statement is received to audit and to challenge that billing statement. 8.2 Should the audit reveal a billing error or errors that resulted in an overpayment by PacifiCorp, the Seller shall refund to PacifiCorp the amount of such underpayment; (b) interest on the overpayment plus interest thereon from the date such overpayment was made by PacifiCorp underpayment which shall be calculated pursuant to Section 12.5; and (but not includingc) the date PacifiCorp actually receives reasonably necessary fees and expenses of such independent certified public accountant performing the refund thereof from the Selleraudit, if such interest to be at an annual rate equal to the Prime Rate in effect on the date such overpayment was made by PacifiCorp plus two underpayment exceeds five (5%) percent (2%), provided however, that the interest rate shall at no time exceed the maximum rate allowed by applicable law. Should the audit reveal a billing error or errors that resulted in an underpayment by PacifiCorp, PacifiCorp shall pay to the Seller the amount of the underpayment plus interest thereon from total supply price payment owed for the Due Date thereof to CALENDAR YEAR then being reviewed. Otherwise, TANABE's accountant's fees and expenses shall be borne by TANABE. Any overpayment of supply price payment shall be fully creditable against future supply price payment payable in any subsequent periods. Upon the expiration of thirty-six (but not including36) months following the date the Seller actually receives the payment thereof from PacifiCorpend of any CALENDAR YEAR, such interest to be at an annual rate equal to the Prime Rate in effect on the date such underpayment was made by PacifiCorp plus two percent (2%), provided however, that the interest rate shall at no time exceed the maximum rate allowed by applicable law. 8.3 PacifiCorp and Seller shall maintain for a period of two (2) years records, including bills and invoices, related to the calculation of supply price payment prices payable with respect to such CALENDAR YEAR shall be binding and other material terms hereinconclusive on TANABE and VIVUS, unless an audit for such CALENDAR YEAR is initiated before expiration of such thirty-six (36) months. Should VIVUS not agree with the report, VIVUS may submit its own report within ninety (90) days of receiving TANABE's report. If the two reports differ, the Parties shall meet and discuss how to resolve the discrepancy. If the Parties fail to reach agreement, the Parties will resolve the dispute as recited in Article 28.

Right to Audit. 8.1 PacifiCorp and Seller shall have the right, upon reasonable notice (a) In addition to the all other and during regular business hours and without unduly interfering with the conduct of the other’s business, to access all of PacifiCorp’s or Seller’s records pertaining to invoices under this Agreement and to audit the reports, data, calculations and invoices that must be retained or provided inspection rights under this Agreement. Each party shall bear , upon 10 business days prior written notice, Grantor has the right to inspect, audit, or review, during normal business hours, all documents pertaining to the Grantee’s operations in the franchise service area that are reasonably necessary for the Grantor’s enforcement of its own costs of performing such auditrights under this Agreement; provided, however, that each Party agrees the Grantor may not conduct duplicative inspections and audits for those periods of time that have previously been subject to cooperate with examination. Those documents will be made available at the Grantee’s local office unless otherwise agreed by the parties. All documents pertaining to financial matters that may be the subject of an audit by the Grantor, as set forth herein, must be retained by the Grantee for a minimum of five years. Access by the Grantor to any documents covered by this subsection may not be denied by the Grantee on grounds that those documents are alleged to contain proprietary information, but confidentiality will be protected as provided for in Section 10, except as may be necessary to administer and enforce the franchise. (b) Any audit conducted by Grantor under this Subsection 9.7 will be conducted at the sole expense of Grantor, not more frequently than once in any 12-month period. Grantor will prepare a written report containing its findings, a copy of which will be mailed to the Grantee for its review. Grantee must reimburse Grantor for the expense of any such audit and shall not charge the other for any reasonable costs (including without limitation the cost of photocopies) that the other may incur if, as a result of such that audit, it is determined that there is a shortfall of more than four percent (4%) in the amount of fees on gross annual revenue or other payments that Grantee is obligated to pay to Grantor under the terms of this Agreement. Each party That reimbursement must be made by Grantee within 30 days of written notice from the Grantor. There shall have two be an accord and satisfaction with respect to any payment that has not been audited by Grantor within 36 months following the close of the fiscal year in which that payment is made. (2c) years Any undisputed underpayment of franchise fees, PEG access support payments, or other fees identified by a financial audit must be paid within 30 days of written notice from the Grantor of that shortfall. Such underpayments will be subject to interest charges, calculated from the date on which the payments were originally due and should have been made, in accordance with Subsection 2.2(f). Grantee must give written notice to Grantor of any disputed underpayments that are identified by Grantor in a billing statement is received to audit and to challenge that billing statementfinancial audit. 8.2 Should the audit reveal a billing error or errors that resulted in an overpayment by PacifiCorp, the Seller shall refund to PacifiCorp the amount of the overpayment plus interest thereon from the date such overpayment was made by PacifiCorp to (but not including) the date PacifiCorp actually receives the refund thereof from the Seller, such interest to be at an annual rate equal to the Prime Rate in effect on the date such overpayment was made by PacifiCorp plus two percent (2%), provided however, that the interest rate shall at no time exceed the maximum rate allowed by applicable law. Should the audit reveal a billing error or errors that resulted in an underpayment by PacifiCorp, PacifiCorp shall pay to the Seller the amount of the underpayment plus interest thereon from the Due Date thereof to (but not including) the date the Seller actually receives the payment thereof from PacifiCorp, such interest to be at an annual rate equal to the Prime Rate in effect on the date such underpayment was made by PacifiCorp plus two percent (2%), provided however, that the interest rate shall at no time exceed the maximum rate allowed by applicable law. 8.3 PacifiCorp and Seller shall maintain for a period of two (2) years records, including bills and invoices, related to the calculation of payment prices and other material terms herein.

Right to Audit. 8.1 14.1 PacifiCorp and Seller shall have the right, upon reasonable notice to the other and during regular business hours and without unduly interfering with the conduct of the other’s business, to access all of PacifiCorp’s or Seller’s records pertaining to invoices under this Agreement including but not limited to documents related to the Dispatch of the Facility and the Day-of Changes to the Schedule pursuant to Section 6.7 and any recalculation pursuant to Section 8, and to audit the reports, data, calculations and invoices that must be retained or provided under this Agreement. Each party Party shall bear its their own costs of performing such audit; provided, however, that each Party agrees to cooperate with such audit and shall not charge the other for any reasonable costs (including without limitation the cost of photocopies) that the other may incur as a result of such audit. Each party Party shall have two (2) years from the date on which a billing statement is received to audit and to challenge that billing statement. 8.2 14.2 Should the audit reveal discover a billing error or errors that resulted in an overpayment by PacifiCorp, the Seller shall refund to PacifiCorp the amount of the overpayment plus interest thereon from the date such overpayment was made by PacifiCorp to (but not including) the date PacifiCorp actually receives the refund thereof from the Seller, such interest to be at an annual rate equal to the Prime Rate in effect on the date such overpayment was made by PacifiCorp plus two percent (2%), provided however, that the interest rate shall at no time exceed the maximum rate allowed by applicable law. Should the audit reveal discover a billing error or errors that resulted in an underpayment by PacifiCorp, PacifiCorp shall pay to the Seller the amount of the underpayment plus interest thereon from the Due Date thereof to (but not including) the date the Seller actually receives the payment thereof from PacifiCorp, such interest to be at an annual rate equal to the Prime Rate in effect on the date such underpayment was made by PacifiCorp plus two percent (2%), provided however, that the interest rate shall at no time exceed the maximum rate allowed by applicable law. 8.3 14.3 PacifiCorp and Seller shall maintain for a period of two (2) years records, including bills and invoices, related to the calculation of payment prices and other material terms herein. Seller shall maintain for a period of two (2) years records, including but not limited to bills and invoices, documenting Seller’s incremental costs, including any penalties, incurred in providing unscheduled deliveries or in reducing Scheduled Deliveries.

Right to Audit. 8.1 PacifiCorp and Seller Dynavax shall have the right, upon reasonable prior notice to the other Triangle, not more than once in each Triangle fiscal year nor more than once in respect of any calendar year, through an independent certified public accountant selected by Dynavax and acceptable to Triangle, which acceptance shall not be unreasonably refused, to have access during regular normal business hours to those records of Triangle, its Affiliates and without unduly interfering with sublicensees as may be reasonably necessary to verify the conduct accuracy of the other’s business, royalty reports required to access all be furnished by Triangle pursuant to Section 4.1 of PacifiCorp’s or Seller’s records pertaining to invoices under this Agreement and to audit the reports, data, calculations and invoices that must be retained or provided under this Agreement. Each party Such accountant may report only the accuracy or inaccuracy of the royalty reports furnished by Triangle and, in the event they are determined to be inaccurate, the corrections in the amounts which need to be made to such reports. Triangle shall bear include in any sublicenses granted pursuant to this Agreement a provision requiring the sublicensee to keep and maintain records of sales made pursuant to such sublicense in accordance with U.S. GAAP and to grant access to such records by Dynavax' independent certified public accountant, as applicable, under the same terms that Dynavax has access to Triangle's records. If such independent certified public accountant's report shows any underpayment of royalties by Triangle its own costs of performing such audit; providedAffiliates or sublicensees, however, that each Party agrees to cooperate with such audit and shall not charge the other for any reasonable costs within thirty (including without limitation the cost of photocopies30) that the other may incur as a result days after Triangle's receipt of such audit. Each party report, Triangle shall have two remit or shall cause its sublicensees to remit to Dynavax: (2a) years from the date on which a billing statement is received to audit and to challenge that billing statement. 8.2 Should the audit reveal a billing error or errors that resulted in an overpayment by PacifiCorp, the Seller shall refund to PacifiCorp the amount of such underpayment; and (b) if such underpayment exceeds *** percent of the total royalties owed for the fiscal year then being reviewed, the reasonably necessary fees and expenses of such independent certified public accountant performing the audit. Otherwise, Dynavax' accountant's fees and expenses shall be borne by Dynavax. Any overpayment plus interest thereon from the date of royalties shall be fully creditable against future royalties payable in any subsequent royalty periods or if this Agreement terminates or expires before such overpayment was made by PacifiCorp in fully credited, Dynavax agrees to refund the uncredited portion of such overpayment within thirty (but not including30) days after receipt of the date PacifiCorp actually receives ---------- *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the refund thereof from Commission. final royalty payment hereunder. Upon the Sellerexpiration of *** following the end of any fiscal year, the calculation of royalties payable with respect to such interest fiscal year shall be binding and conclusive on Dynavax and Triangle, unless an audit for such fiscal year is initiated before expiration of such *** . Triangle shall retain, and shall cause its Affiliates and sublicensees to retain, those records required to be at an annual rate equal maintained pursuant to the Prime Rate this Section 4.2 in effect on the date such overpayment was made by PacifiCorp plus two percent (2%), provided however, that the interest rate shall at no time exceed the maximum rate allowed by applicable law. Should the audit reveal a billing error or errors that resulted in an underpayment by PacifiCorp, PacifiCorp shall pay to the Seller the amount respect of the underpayment plus interest thereon from the Due Date thereof to (but not including) the date the Seller actually receives the payment thereof from PacifiCorp, such interest to be at an annual rate equal to the Prime Rate in effect on the date such underpayment was made by PacifiCorp plus two percent (2%), provided however, that the interest rate shall at no time exceed the maximum rate allowed by applicable law. 8.3 PacifiCorp and Seller shall maintain each fiscal year for a period of two (2) years records, including bills and invoices, related to *** after the calculation end of payment prices and other material terms hereinsuch fiscal year.

Right to Audit. 8.1 PacifiCorp 10.1 During the Term and Seller shall have the rightfor a period of 180 days thereafter, upon reasonable at least five (5) business days notice to the other and IDT, IDT shall provide TI USA ISP or its external auditors with access to IDT's facilities during regular normal business hours for the purpose of conducting an audit of IDT's operations as it deems necessary to insure that (i) IDT has established reasonable and without unduly interfering with adequate procedures for providing the conduct Services, (ii) the accuracy of the other’s businesspricing under Section 9.2 above, to access all and (iii) protection of PacifiCorp’s or Seller’s records pertaining to invoices under this Agreement and to audit the reports, data, calculations and invoices that must be retained or provided under this Agreement. Each party shall bear its own costs of performing such audit; provided, however, that each Party agrees to cooperate with such audit and shall not charge the other for any reasonable costs (including without limitation the cost of photocopies) that the other may incur TSI USA ISP Proprietary Information obtained as a result of this Agreement, including, without limitation, End User Information. IDT shall provide TI USA ISP with all reasonable assistance as is necessary for the conduct of such auditaudit by TI USA ISP. Each party In the event that TI USA ISP determines that IDT has not established reasonable and adequate procedures for compliance with IDT's obligations hereunder, IDT agrees to take such appropriate corrective action as the Parties may mutually agree. IDT agrees, upon the request of TI USA ISP, to allow representatives of TI USA ISP to meet with IDT's management in order to discuss IDT's general procedures in providing the Services and protecting the security of TI USA ISP Proprietary Information resident on IDT's systems or in the possession of IDT. No such meetings, recommendations or other cooperation between the Parties regarding security and confidentiality shall have two (2) years from the date on which a billing statement is received be construed or deemed to audit and to challenge that billing statementrelieve IDT of its obligations hereunder. 8.2 Should 10.2 During the audit reveal a billing error or errors that resulted in an overpayment by PacifiCorp, the Seller shall refund to PacifiCorp the amount of the overpayment plus interest thereon from the date such overpayment was made by PacifiCorp to (but not including) the date PacifiCorp actually receives the refund thereof from the Seller, such interest to be at an annual rate equal to the Prime Rate in effect on the date such overpayment was made by PacifiCorp plus two percent (2%), provided however, that the interest rate shall at no time exceed the maximum rate allowed by applicable law. Should the audit reveal a billing error or errors that resulted in an underpayment by PacifiCorp, PacifiCorp shall pay to the Seller the amount of the underpayment plus interest thereon from the Due Date thereof to (but not including) the date the Seller actually receives the payment thereof from PacifiCorp, such interest to be at an annual rate equal to the Prime Rate in effect on the date such underpayment was made by PacifiCorp plus two percent (2%), provided however, that the interest rate shall at no time exceed the maximum rate allowed by applicable law. 8.3 PacifiCorp Term and Seller shall maintain for a period of two eighteen (18) months thereafter, upon at least five (5) business days notice to IDT, IDT shall provide TI USA ISP or its external auditors with access to IDT's books and financial records and any other supporting documentation relating to the Access Fees due to TI USA ISP hereunder. Any such audit will be conducted during IDT's normal business hours and at the IDT location where the relevant records are kept in the normal course of business and shall be conducted to minimize any disruption to IDT's business activities. In the event that any such audit reveals that IDT has underpaid any amounts due to TI USA ISP under this Agreement by more than five percent (5%) IDT will immediately pay the difference (required payment minus actual payment) and interest thereon at LIBOR + 2% from the date due until the date paid to TI USA ISP together with the reasonable costs of such audit. If the audit reveals that IDT has overpaid any amounts due to TI USA ISP under this Agreement by more than five percent (5%), then TI USA ISP shall reimburse IDT the difference between the amount due and the amount paid. 10.3 During the Term and for a period of at least three (3) years recordsthereafter, including bills IDT shall retain complete and invoicesaccurate books, related records and supporting documentation sufficient to document the calculation of payment prices Services provided to and other material terms hereinAccess Fees paid by End Users and to satisfy its obligations under Sections 10.1 and 10.2 above.

Right to Audit. 8.1 14.1 PacifiCorp and Seller shall have the right, upon reasonable notice to the other and during regular business hours and without unduly interfering with the conduct of the other’s business, to access all of PacifiCorp’s or Seller’s records pertaining to invoices under this Agreement including but not limited to documents related to the Dispatch of the Facility and the Day-of Changes to the Schedule pursuant to Section 6.7 and any recalculation pursuant to Section 8, and to audit the reports, data, calculations and invoices that must be retained or provided under this Agreement. Each party Party shall bear its their own costs of performing such audit; provided, however, that each Party agrees to cooperate with such audit and shall not charge the other for any reasonable costs (including without limitation the cost of photocopies) that the other may incur as a result of such audit. Each party Party shall have two (2) years from the date on which a billing statement is received to audit and to challenge that billing statement. 8.2 14.2 Should the audit reveal discover a billing error or errors that resulted in an overpayment by PacifiCorp, the Seller shall refund to PacifiCorp the amount of the overpayment plus interest thereon from the date such overpayment was made by PacifiCorp to (but not including) the date PacifiCorp actually receives the refund thereof from the Seller, such interest to be at an annual rate equal to the Prime Rate in effect on the date such overpayment was made by PacifiCorp plus two percent (2%), provided however, that the interest rate shall at no time exceed the maximum rate allowed by applicable law. Should the audit reveal discover a billing error or errors that resulted in an underpayment by PacifiCorp, PacifiCorp shall pay to the Seller the amount of the underpayment plus interest thereon from the Due Date thereof to (but not including) the date the Seller actually receives the payment thereof from PacifiCorp, such interest to be at an annual rate equal to the Prime Rate in effect on the date such underpayment was made by PacifiCorp plus two percent (2%), provided however, that the interest rate shall at no time exceed the maximum rate allowed by applicable law.law.‌ 8.3 14.3 PacifiCorp and Seller shall maintain for a period of two (2) years records, including bills and invoices, related to the calculation of payment prices and other material terms herein.. Seller shall maintain for a period of two (2) years records, including but not limited to bills and invoices, documenting Seller’s incremental costs, including any penalties, incurred in providing unscheduled deliveries or in reducing Scheduled Deliveries.‌

Right to Audit. 8.1 PacifiCorp and Seller Dynavax shall have the right, upon reasonable prior notice to the other Triangle, not more than once in each Triangle fiscal year nor more than once in respect of any fiscal year, through an independent certified public accountant selected by Dynavax and acceptable to Triangle, which acceptance shall not be unreasonably refused, to have access during regular normal business hours to those records of Triangle, its Affiliates and without unduly interfering with sublicensees as may be reasonably necessary to verify the conduct accuracy of the other’s businessroyalty reports required to be furnished by Triangle pursuant to Section 4.1 of the Agreement. Such accountant may report only the accuracy or inaccuracy of the royalty reports furnished by Triangle and, in the event they are determined to access all of PacifiCorp’s or Seller’s records pertaining be inaccurate, the corrections in the amounts which need to invoices under be made to such reports. Triangle shall include in any sublicenses granted pursuant to this Agreement a provision requiring the sublicensee to keep and maintain records of sales made pursuant to such sublicense in accordance with U.S. GAAP and to audit grant access to such records by Dynavax' independent certified public accountant, as applicable, under the reportssame terms that Dynavax has access to Triangle's records. If such independent certified public accountant's report shows any underpayment of royalties by Triangle its Affiliates or sublicensees, data, calculations and invoices that must be retained or provided under this Agreement. Each party shall bear its own costs of performing such audit; provided, however, that each Party agrees to cooperate with such audit and shall not charge the other for any reasonable costs within thirty (including without limitation the cost of photocopies30) that the other may incur as a result days after Triangle's receipt of such audit. Each party report, Triangle shall have two remit or shall cause its sublicensees to remit to Dynavax: (2a) years from the date on which a billing statement is received to audit and to challenge that billing statement. 8.2 Should the audit reveal a billing error or errors that resulted in an overpayment by PacifiCorp, the Seller shall refund to PacifiCorp the amount of such underpayment; and (b) if such underpayment exceeds *** (***%) percent of the total royalties owed for the fiscal year then being reviewed, the reasonably necessary fees and expenses of such independent certified public accountant performing the audit. Otherwise, Dynavax' accountant's fees and expenses shall be borne by Dynavax. Any overpayment plus interest thereon from the date of royalties shall be fully creditable against future royalties payable in any subsequent royalty periods or if this Agreement terminates or expires before such overpayment was made by PacifiCorp in fully credited, Dynavax agrees to refund the uncredited portion of such overpayment within thirty (but not including30) days after receipt of the date PacifiCorp actually receives final royalty payment hereunder. Upon the refund thereof from expiration of *** (***) months following the Sellerend of any fiscal year, the calculation of royalties payable with respect to such interest fiscal year shall be binding and conclusive on Dynavax and Triangle, unless an audit for such fiscal year is initiated before expiration of such *** months. Triangle shall retain, and shall cause its Affiliates and sublicensees to retain, those records required to be at an annual rate equal maintained pursuant to the Prime Rate this Section 4.2 in effect on the date such overpayment was made by PacifiCorp plus two percent (2%), provided however, that the interest rate shall at no time exceed the maximum rate allowed by applicable law. Should the audit reveal a billing error or errors that resulted in an underpayment by PacifiCorp, PacifiCorp shall pay to the Seller the amount respect of the underpayment plus interest thereon from the Due Date thereof to (but not including) the date the Seller actually receives the payment thereof from PacifiCorp, such interest to be at an annual rate equal to the Prime Rate in effect on the date such underpayment was made by PacifiCorp plus two percent (2%), provided however, that the interest rate shall at no time exceed the maximum rate allowed by applicable law. 8.3 PacifiCorp and Seller shall maintain each fiscal year for a period of two (2) years records, including bills and invoices, related to *** months after the calculation end of payment prices and other material terms hereinsuch fiscal year.

Right to Audit. 8.1 PacifiCorp Upon the written request of Avalon and Seller with at least * prior written notice, but not more than * , and at Avalon's expense, MedImmune shall have permit an independent certified public accounting firm of internationally recognized standing, selected by Avalon and acceptable to MedImmune, which acceptance will not * Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the right, upon reasonable notice information subject to the other confidentiality request. Omissions are designated as * . A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. be unreasonably refused, to have access during regular normal business hours and without unduly interfering with to those records of MedImmune as may be reasonably necessary to verify the conduct accuracy of the other’s business, milestone payments or the royalty reports furnished by MedImmune pursuant to access all SECTION 6.1 of PacifiCorp’s or Seller’s records pertaining to invoices under this Agreement and in respect of any year ending not more than * prior to audit the reports, data, calculations and invoices that must be retained or provided under this Agreementdate of such request. Each party shall bear its own costs The report prepared by such independent certified public accounting firm will disclose only the conclusions of performing such audit; provided, however, that each Party agrees to cooperate with such the accounting firm regarding the audit and shall not charge the other for any reasonable costs (including without limitation the cost of photocopies) that the other may incur as a result of such audit. Each party shall have two (2) years from the date on which a billing statement is received to audit and to challenge that billing statement. 8.2 Should the audit reveal a billing error or errors that resulted in an overpayment by PacifiCorp, the Seller shall refund to PacifiCorp specify the amount of any underpayment or overpayment, and will not include copies of any books or records reviewed. A copy of such report will be sent or otherwise provided to MedImmune by such accounting firm at the overpayment plus interest thereon from same time it is sent or otherwise provided to Avalon. No other information obtained by the date accounting firm will be shared with Avalon. If the accounting firm's report shows underpayment of royalties, within * after MedImmune 's receipt of such overpayment was made by PacifiCorp report, MedImmune shall remit to (but not including) the date PacifiCorp actually receives the refund thereof from the Seller, such interest to be at an annual rate equal to the Prime Rate in effect on the date such overpayment was made by PacifiCorp plus two percent (2%), provided however, that the interest rate shall at no time exceed the maximum rate allowed by applicable law. Should the audit reveal a billing error or errors that resulted in an underpayment by PacifiCorp, PacifiCorp shall pay to the Seller Avalon the amount of such underpayment. If the underpayment plus interest thereon from is in excess of * , then MedImmune shall also remit to Avalon an amount equal to Avalon's substantiated out-of-pocket costs of the Due Date thereof audit. Any overpayment of royalties shall be refunded to (but not including) MedImmune by Avalon within * of the date the Seller actually Avalon receives the payment thereof from PacifiCorp, written report of the accounting firm. Avalon shall treat all financial information subject to review under this SECTION 6.2 as Confidential Information of MedImmune and shall cause its accounting firm to retain all such interest to be financial information in confidence under terms at an annual rate equal to the Prime Rate least as restrictive as those set forth in effect on the date such underpayment was made by PacifiCorp plus two percent (2%), provided however, that the interest rate shall at no time exceed the maximum rate allowed by applicable lawARTICLE 8. 8.3 PacifiCorp and Seller shall maintain for a period of two (2) years records, including bills and invoices, related to the calculation of payment prices and other material terms herein.

Right to Audit. 8.1 PacifiCorp During the term of this Agreement and Seller shall for at least two years after termination of this Agreement, each Party must maintain complete and correct financial records as are required to verify compliance with this Agreement. In order to verify compliance under this Agreement, no more than twice each year during the term of this Agreement, and once each year after termination of this Agreement, either Party (the "Auditing Party"), through its nationally or regionally recognized independent auditors, must have the right, upon reasonable notice to the other and access during regular normal business hours and without unduly interfering with upon reasonable prior written notice, to the conduct books and records of the other’s business, other Party (the "Audited Party") insofar as such books and records relate to access all of PacifiCorp’s or Seller’s records pertaining the amounts payable to invoices under this Agreement and to audit the reports, data, calculations and invoices that must be retained or provided Auditing Party under this Agreement. Each party shall bear its own costs All books of performing accounts and records must be kept available for at least two calendar years after the termination of this Agreement and, in the event that there is an unresolved dispute with regard to the amounts payable under this Agreement at the end of such audit; providedperiod of time, howeverall such records must be preserved by the Audited Party until such dispute is resolved. If, that each Party agrees to cooperate with such audit and shall not charge the other for any reasonable costs (including without limitation the cost of photocopies) that the other may incur as a result of such the audit. Each party shall have two (2) years from the date on which a billing statement is received to audit and to challenge that billing statement. 8.2 Should the audit reveal a billing error or errors that resulted in an overpayment by PacifiCorp, the Seller shall refund auditors determine that the Audited Party misreported any figure or unpaid any amount, the Auditing Party must promptly furnish to PacifiCorp the Audited Party a copy of the report of its auditors setting forth the discrepancy and showing in reasonable detail the bases upon which the same was determined. If the Audited Party disputes the results of the audit, such dispute will be resolved by negotiation or arbitration in accordance with the provisions of Section 11 below. The Audited Party will remit to the Auditing Party the amount of any underpayment within 30 days of receiving notification of such (or, in the event of a disputed audit, within 30 days of its resolution by mediation or receipt of the arbitrators' final award, as applicable), together with interest calculated at an annual rate of one and one half percent (1/2%) for each month such payment is overdue, or such rate as allowed by law, whichever is less. If there is an underpayment of ten percent (10%) or more in the amounts paid by the Audited Party for the period in dispute, (a) the Audited Party will pay, in addition to the amount of the overpayment shortfall plus interest thereon from interest, all expenses and costs relating to such audit and (b) such audit will not count against the date total number of audits the Auditing Party is permitted to conduct during such overpayment was made by PacifiCorp to (but not including) the date PacifiCorp actually receives the refund thereof from the Seller, such interest to be at an annual rate equal to the Prime Rate in effect on the date such overpayment was made by PacifiCorp plus two percent (2%), provided however, that the interest rate shall at no time exceed the maximum rate allowed by applicable law. Should the audit reveal a billing error or errors that resulted in an underpayment by PacifiCorp, PacifiCorp shall pay to the Seller the amount of the underpayment plus interest thereon from the Due Date thereof to (but not including) the date the Seller actually receives the payment thereof from PacifiCorp, such interest to be at an annual rate equal to the Prime Rate in effect on the date such underpayment was made by PacifiCorp plus two percent (2%), provided however, that the interest rate shall at no time exceed the maximum rate allowed by applicable lawyear. 8.3 PacifiCorp and Seller shall maintain for a period of two (2) years records, including bills and invoices, related to the calculation of payment prices and other material terms herein.

Right to Audit. 8.1 PacifiCorp (a) Sublicensee shall keep and Seller maintain complete and accurate records concerning all aspects of the conversion of materials into, and sale of, the Products. ECC or its designee (the "Representative") shall have the right, at ECC's expense, periodically to review those records and operations of Sublicensee which deal with the design, conversion of materials into, shipment and sale of Products. Such reviews may take place only during the normal business hours of Sublicensee and only upon reasonable written notice to Sublicensee given at least three (3) business days prior to such review. The Representative conducting such review shall be required to execute a confidentiality agreement pursuant to which the other and during regular business hours and without unduly interfering Representative shall agree that it will not disclose or use the information obtained pursuant to such review to or for the benefit of any person or entity except ECC unless required to do so in connection with the conduct resolution of any dispute concerning any payment required by this Agreement. (b) If any such review reveals, in the opinion of ECC, that Sublicensee has not paid to ECC the full amount of any payment due hereunder for the period covered by such review, ECC shall give the Sublicensee written notice (the "Review Notice") of such discrepancy. The Review Notice shall be accompanied by a written report prepared by ECC or the Representative setting forth, in reasonable detail, the basis of the other’s businessalleged underpayment. If Sublicensee does not notify ECC that Sublicensee disputes the findings set forth in such report, it shall pay to access all ECC the full amount of PacifiCorp’s or Seller’s records pertaining to invoices under this Agreement and to audit the reports, data, calculations and invoices that must be retained or provided under this Agreementunderpayment in question within 15 days of the date of receipt of the Review Notice. Each party All underpaid amounts shall bear its own interest from the date upon which the payment in question should have been made until it is actually paid at the lending interest rate of prime (as published in the Wall Street Journal on the last previous business day). Additionally, if Sublicensee agrees to make the underpayment specified in the Review Notice, Sublicensee shall also reimburse ECC for the actual costs of performing the review if the underpayment amount is 5% or more of the Royalty payment due during the period in question and such auditunderpayment exceeds $100,000 in amount. In all other cases, ECC shall pay all expenses and fees of the review, including all out-of-pocket expenses actually and reasonably incurred by Sublicensee in connection therewith. (c) If Sublicensee disputes the findings set forth in the Review Notice, it shall so notify ECC in writing ("Dispute Notice") within fifteen (15) days of the receipt of the Review Notice. Representatives of ECC and Sublicensee shall meet and, in good faith, seek to resolve the dispute through negotiation; provided, however, that each Party agrees if such dispute is not resolved within ten (10) days of the Dispute Notice, ECC and Sublicensee shall jointly agree to cooperate either (i) immediately retain a nationally recognized independent accounting firm (other than the firm which prepared the report which accompanied the Review Notice), which is acceptable to both parties, to conduct an additional review of the payments due to ECC, or (ii) submit the dispute to arbitration or mediation in accordance with the provisions of paragraph 26 hereof. In the event that ECC and Sublicensee are unable to so jointly agree, the matter will be submitted to arbitration pursuant to clause (ii) of the preceding sentence. Sublicensee and ECC shall not unreasonably withhold their approval of the accounting firm selected by either party pursuant to clause (i) above. The determination of such audit accountants or arbitrators (or mediators) in regard to the accuracy of the payments made to ECC shall be final and binding upon the parties, shall not be subject to appeal or review by any court or governmental agency and shall not charge be enforceable in the other for any reasonable costs (including without limitation appropriate United States state and federal courts. If such review reveals that Sublicensee has failed to pay to ECC the cost full amount of photocopies) that a Royalty payment actually due, Sublicensee shall pay the other may incur as a result full amount of such auditdiscrepancy to ECC within three (3) days of the date of the report of such accountants or the decision of the arbitrators, as the case may be. Each party The full amount of such underpayment shall have two bear interest at the lending interest rate of prime (2as published by the Wall Street Journal on the date of the Dispute Notice or next business day) years from the date on which a billing statement the payment in question should have been made until it is received actually made. Additionally, if it is determined by the review conducted pursuant to audit this paragraph 5(c) that Sublicensee underpaid ECC by 5% or more of the Royalty payment due during the period in question, and such underpayment exceeds $100,000 in amount, Sublicensee shall pay all fees and expenses of the reviews and arbitration (or mediation) conducted pursuant to challenge that billing statementparagraphs 5(b) and(c). In all other cases, ECC shall pay all expenses and fees of both reviews and arbitration, including all out-of-pocket expenses actually and reasonably incurred by Sublicensee in connection therewith. 8.2 Should the audit reveal a billing error or errors that resulted in an overpayment (d) The second failure within any two-year period by PacifiCorp, the Seller shall refund Sublicensee to PacifiCorp the amount make timely payment of the overpayment plus interest thereon correct Royalty amount due under this Agreement as finally determined under paragraph 5(c) shall constitute a breach of a material obligation of Sublicensee and may result in the termination of this Agreement pursuant to paragraph 16 hereof, unless Sublicensee has cured such failure within sixty (60) days from the date notice of such overpayment was made by PacifiCorp failure is delivered to (but not including) the date PacifiCorp actually receives the refund thereof from the Seller, such interest to be at an annual rate equal to the Prime Rate in effect on the date such overpayment was made by PacifiCorp plus two percent (2%), provided however, that the interest rate shall at no time exceed the maximum rate allowed by applicable law. Should the audit reveal a billing error or errors that resulted in an underpayment by PacifiCorp, PacifiCorp shall pay to the Seller the amount of the underpayment plus interest thereon from the Due Date thereof to (but not including) the date the Seller actually receives the payment thereof from PacifiCorp, such interest to be at an annual rate equal to the Prime Rate in effect on the date such underpayment was made by PacifiCorp plus two percent (2%), provided however, that the interest rate shall at no time exceed the maximum rate allowed by applicable lawSublicensee. 8.3 PacifiCorp and Seller shall maintain for a period of two (2) years records, including bills and invoices, related to the calculation of payment prices and other material terms herein.

Right to Audit. 8.1 PacifiCorp Upon VF’s request with reasonable notice, SUPPLIER shall permit technical, financial and Seller shall have the rightoperational audits by an Auditor of VF and its AFFILIATES, upon reasonable notice related to the other subject matter of the relevant PURCHASE ORDER. Audits will not occur more than once in a given calendar year unless the audit is materially different in scope from a preceding audit or VF has a good faith belief that SUPPLIER is in material breach of an applicable PURCHASE ORDER or these Ts&Cs. During each audit, SUPPLIER shall grant the Auditors reasonable access to SUPPLIER’S books, records, third-party audit and during regular business hours examination reports, controls, processes, procedures, service-level measurement systems and without unduly interfering actual Service Levels to the extent related to a reasonable assessment of SUPPLIER’s performance of its obligations to VF. Supplier shall, in a timely manner, fully cooperate with the conduct Auditors and provide the Auditors all assistance as they may reasonably request in connection with the audit. The auditors will seek to avoid disrupting SUPPLIER’s operations during the audit. If the auditors document either an overcharge of the other’s businessfees for the audited period/activities or a material breach of SUPPLIER obligations, to access all of PacifiCorp’s or Seller’s records pertaining to invoices under this Agreement and to audit the reports, data, calculations and invoices that must be retained or provided under this Agreement. Each party SUPPLIER shall bear promptly (a) reimburse VF for its own costs reasonable cost of performing such audit; provided, however, that each Party agrees to cooperate with such audit and shall not charge the other for any reasonable costs (including without limitation the cost of photocopies) that the other may incur as a result of such audit. Each party shall have two (2) years from the date on which a billing statement is received to audit and to challenge that billing statement. 8.2 Should the audit reveal a billing error or errors that resulted in an overpayment by PacifiCorp, if the Seller shall refund to PacifiCorp the amount of the overpayment plus interest thereon from the date such overpayment was made by PacifiCorp to (but not including) the date PacifiCorp actually receives the refund thereof from the Seller, such interest to be at an annual rate equal to the Prime Rate in effect on the date such overpayment was made by PacifiCorp plus overcharge is more than two percent (2%)) of the fees for the audited period/activities, provided however(b) reimburse VF for any overcharge, that (c) promptly cure any identified breach, and (d) and the interest rate audit will not be counted for the purposes of the limitation as described in this provision. If the SERVICES include any processing of VF DATA, SUPPLIER shall provide, upon request from and at no time exceed additional cost to VF, a copy of an annual audit report, if any, prepared by SUPPLIER in accordance with the maximum rate allowed by International Standard of Assurance Engagements 3402 or Type 2 U.S. Statement on Standards for Attestation Engagements 16 (SOC 2) (or an equivalent audit under the successor standard as may then be in effect) covering an audit of SUPPLIER’s policies and procedures applicable law. Should the audit reveal a billing error or errors that resulted in an underpayment by PacifiCorp, PacifiCorp shall pay to the Seller the amount processing and protection of the underpayment plus interest thereon from the Due Date thereof to (but not including) the date the Seller actually receives the payment thereof from PacifiCorp, such interest to be at an annual rate equal to the Prime Rate in effect on the date such underpayment was made by PacifiCorp plus two percent (2%), provided however, that the interest rate shall at no time exceed the maximum rate allowed by applicable lawVF DATA. 8.3 PacifiCorp and Seller shall maintain for a period of two (2) years records, including bills and invoices, related to the calculation of payment prices and other material terms herein.

Right to Audit. 8.1 PacifiCorp Tenant shall have the right to dispute any such statement submitted by Landlord to Tenant relating to the payment of the Increase in Expenses, Increase in Real Estate Taxes or Increase in Operating Costs, as applicable, including the accuracy thereof and Seller the method of calculating the same, but only if (a) within twelve (12) months after Tenant’s receipt of such statement, Tenant shall have notified Landlord in writing of the nature of the dispute, specifying the particular respects in which the statement is claimed to be incorrect, and (b) Tenant shall have paid the statement so in dispute. In such event, Tenant shall have the right, upon reasonable notice at its own expense, to inspect and/or audit Landlord’s books and records with respect to the other and during regular business hours and without unduly interfering with the conduct of the other’s business, to access all of PacifiCorp’s or Seller’s records pertaining to invoices under this Agreement and to audit the reports, data, calculations and invoices that must be retained or provided under this Agreement. Each party shall bear its own costs of performing such audit; provided, however, that each Party agrees to cooperate with such audit and shall not charge the other for any reasonable costs (including without limitation the cost of photocopies) that the other may incur as a result of such audit. Each party shall have two (2) years from the date on which a billing statement is received to audit and to challenge that billing statement. 8.2 Should the audit reveal a billing error or errors that resulted in an overpayment by PacifiCorp, the Seller shall refund to PacifiCorp the amount of the overpayment plus interest thereon from the date such overpayment was made by PacifiCorp to (but not including) the date PacifiCorp actually receives the refund thereof from the Seller, such interest to be at an annual rate equal to the Prime Rate in effect on the date such overpayment was made by PacifiCorp plus two percent (2%), provided however, that the interest rate shall at no time exceed the maximum rate allowed by applicable law. Should the audit reveal a billing error or errors that resulted in an underpayment by PacifiCorp, PacifiCorp shall pay to the Seller the amount of the underpayment plus interest thereon from the Due Date thereof to (but not including) the date the Seller actually receives the payment thereof from PacifiCorp, such interest to be at an annual rate equal to the Prime Rate in effect on the date such underpayment was made by PacifiCorp plus two percent (2%), provided however, that the interest rate shall at no time exceed the maximum rate allowed by applicable law. 8.3 PacifiCorp and Seller shall maintain question for a period of two twelve (212) years recordsmonths commencing ten (10) days after Tenant’s delivery of such notice to Landlord. Such inspection or audit shall be conducted, including bills upon reasonable prior notice, at Landlord’s office at a time reasonably convenient to Landlord and invoicesTenant during normal business hours. All costs and expenses of the audit shall be paid by Tenant unless the audit shows that Landlord overstated Operating Expenses or Real Estate Taxes for the subject calendar year by more than five percent (5%), related in which case Landlord shall reimburse Tenant for all costs and expenses of the audit within thirty (30) days of Tenant’s demand for the same; provided, Landlord’s reimbursement obligation hereunder shall be limited to the calculation costs and expenses of payment prices an audit conducted by an independent, certified public accountant paid on an hourly basis and not for the costs and expenses of any services provided on a contingency fee basis. Each statement given by Landlord in connection with this Lease shall be conclusive and binding upon Tenant unless Tenant shall have strictly and timely complied with the foregoing conditions, without any extension of such time period which may otherwise be permitted by any other material terms hereinof this Lease.

Right to Audit. 8.1 PacifiCorp Bukwang (or the Primary Licensors on Bukwang's behalf if authorized in writing to Triangle by Bukwang and Seller provided they agree to be bound by the provisions of Sections 4.2 and 4.3) shall have the right, upon reasonable prior notice to Triangle, *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the other Commission. not more than once in each Triangle fiscal year nor more than once in respect of any fiscal year, through an independent certified public accountant selected by Bukwang or the Primary Licensors, as applicable, and acceptable to Triangle, which acceptance shall not be unreasonably refused, to have access during regular normal business hours and without unduly interfering with to those records of Triangle as may be reasonably necessary to verify the conduct accuracy of the other’s businessroyalty reports required to be furnished by Triangle pursuant to Section 4.1 of the Agreement. Such accountant may report only the accuracy or inaccuracy of the royalty reports furnished by Triangle and, in the event they are determined to access all of PacifiCorp’s or Seller’s records pertaining be inaccurate, the corrections in the amounts which need to invoices under be made to such reports. Triangle shall include in any sublicenses granted pursuant to this Agreement a provision requiring the sublicensee to keep and maintain records of sales made pursuant to such sublicense in accordance with U.S. GAAP and to audit grant access to such records by Bukwang's or the reportsPrimary Licensors' independent certified public accountant, dataas applicable, calculations and invoices under the same terms that must be retained Bukwang has access to Triangle's records. If such independent certified public accountant's report shows any underpayment of royalties by Triangle its Affiliates or provided under this Agreement. Each party shall bear its own costs of performing such audit; providedsublicensees, however, that each Party agrees to cooperate with such audit and shall not charge the other for any reasonable costs within thirty (including without limitation the cost of photocopies30) that the other may incur as a result days after Triangle's receipt of such audit. Each party report, Triangle shall have two remit or shall cause its sublicensees to remit to Bukwang: (2a) years from the date on which a billing statement is received to audit and to challenge that billing statement. 8.2 Should the audit reveal a billing error or errors that resulted in an overpayment by PacifiCorp, the Seller shall refund to PacifiCorp the amount of such underpayment; and (b) if such underpayment exceeds *** percent of the total royalties owed for the fiscal year then being reviewed, the reasonably necessary fees and expenses of such independent certified public accountant performing the audit. Otherwise, Bukwang's accountant's fees and expenses shall be borne by Bukwang. Any overpayment plus interest thereon from the date of royalties shall be fully creditable against future royalties payable in any subsequent royalty periods or if this Agreement terminates or expires before such overpayment was made by PacifiCorp in fully credited, Bukwang agrees to (but not including) refund the date PacifiCorp actually receives uncredited portion of such overpayment within *** after receipt of the refund thereof from final royalty payment hereunder. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the SellerCommission. Upon the expiration of *** following the end of any fiscal year, the calculation of royalties payable with respect to such interest fiscal year shall be binding and conclusive on Bukwang and Triangle, unless an audit for such fiscal year is initiated before expiration of such *** . Triangle shall retain, and shall cause its Affiliates and sublicensees to retain, those records required to be at an annual rate equal maintained pursuant to the Prime Rate this Section 4.2 in effect on the date such overpayment was made by PacifiCorp plus two percent (2%), provided however, that the interest rate shall at no time exceed the maximum rate allowed by applicable law. Should the audit reveal a billing error or errors that resulted in an underpayment by PacifiCorp, PacifiCorp shall pay to the Seller the amount respect of the underpayment plus interest thereon from the Due Date thereof to (but not including) the date the Seller actually receives the payment thereof from PacifiCorp, such interest to be at an annual rate equal to the Prime Rate in effect on the date such underpayment was made by PacifiCorp plus two percent (2%), provided however, that the interest rate shall at no time exceed the maximum rate allowed by applicable law. 8.3 PacifiCorp and Seller shall maintain each fiscal year for a period of two (2) years records, including bills and invoices, related to *** after the calculation end of payment prices and other material terms hereinsuch fiscal year.

Right to Audit. 8.1 PacifiCorp and Seller TANABE shall have the right, upon reasonable prior notice to the other VIVUS, not more than once in any CALENDAR YEAR, through an independent certified public accountant selected by TANABE and acceptable to VIVUS, which acceptance shall not be unreasonably refused, to have access during regular normal business hours and without unduly interfering with to those records of VIVUS as may be reasonably necessary to verify the conduct accuracy of the otherreports required to be furnished by VIVUS pursuant to Section 12.1. If such independent certified public accountant’s businessreport correctly shows any underpayment of supply price by VIVUS, VIVUS shall remit to access all of PacifiCorp’s or Seller’s records pertaining to invoices under this Agreement and to audit the reports, data, calculations and invoices that must be retained or provided under this Agreement. Each party shall bear its own costs of performing such audit; provided, however, that each Party agrees to cooperate with such audit and shall not charge the other for any reasonable costs TANABE within thirty (including without limitation the cost of photocopies30) that the other may incur as a result days after VIVUS’ receipt of such audit. Each party shall have two report: (2a) years from the date on which a billing statement is received to audit and to challenge that billing statement. 8.2 Should the audit reveal a billing error or errors that resulted in an overpayment by PacifiCorp, the Seller shall refund to PacifiCorp the amount of such underpayment; (b) interest on the overpayment plus interest thereon from the date such overpayment was made by PacifiCorp underpayment which shall be calculated pursuant to Section 12.5; and (but not includingc) the date PacifiCorp actually receives reasonably necessary fees and expenses of such independent certified public accountant performing the refund thereof from the Selleraudit, if such interest to be at an annual rate equal to the Prime Rate in effect on the date such overpayment was made by PacifiCorp plus two underpayment exceeds five (5%) percent (2%), provided however, that the interest rate shall at no time exceed the maximum rate allowed by applicable law. Should the audit reveal a billing error or errors that resulted in an underpayment by PacifiCorp, PacifiCorp shall pay to the Seller the amount of the underpayment plus interest thereon from total supply price payment owed for the Due Date thereof to CALENDAR YEAR then being reviewed. Otherwise, TANABE’s accountant’s fees and expenses shall be borne by TANABE. Any overpayment of supply price payment shall be fully creditable against future supply price payment payable in any subsequent periods. Upon the expiration of thirty-six (but not including36) months following the date the Seller actually receives the payment thereof from PacifiCorpend of any CALENDAR YEAR, such interest to be at an annual rate equal to the Prime Rate in effect on the date such underpayment was made by PacifiCorp plus two percent (2%), provided however, that the interest rate shall at no time exceed the maximum rate allowed by applicable law. 8.3 PacifiCorp and Seller shall maintain for a period of two (2) years records, including bills and invoices, related to the calculation of supply price payment prices payable with respect to such CALENDAR YEAR shall be binding and other material terms hereinconclusive on TANABE and VIVUS, unless an audit for such CALENDAR YEAR is initiated before expiration of such thirty-six (36) months. Should VIVUS not agree with the report, VIVUS may submit its own report within ninety (90) days of receiving TANABE’s report. If the two reports differ, the Parties shall meet and discuss how to resolve the discrepancy. If the Parties fail to reach agreement, the Parties will resolve the dispute as recited in Article 28.

Right to Audit. 8.1 PacifiCorp and Seller TANABE shall have the right, upon reasonable prior notice to the other VIVUS, not more than once in any CALENDAR YEAR, through an independent certified public accountant selected by TANABE and acceptable to VIVUS, which acceptance shall not be unreasonably refused, to have access during regular normal business hours and without unduly interfering with to those records of VIVUS as may be reasonably necessary to verify the conduct accuracy of the other’s businessreports required to be furnished by VIVUS pursuant to Section 12. 1. If such independent certified public accountant's report correctly shows any underpayment of supply price by VIVUS, VIVUS shall remit to access all of PacifiCorp’s or Seller’s records pertaining to invoices under this Agreement and to audit the reports, data, calculations and invoices that must be retained or provided under this Agreement. Each party shall bear its own costs of performing such audit; provided, however, that each Party agrees to cooperate with such audit and shall not charge the other for any reasonable costs TANABE within thirty (including without limitation the cost of photocopies30) that the other may incur as a result days after VIVUS' receipt of such audit. Each party shall have two report: (2a) years from the date on which a billing statement is received to audit and to challenge that billing statement. 8.2 Should the audit reveal a billing error or errors that resulted in an overpayment by PacifiCorp, the Seller shall refund to PacifiCorp the amount of such underpayment; (b) interest on the overpayment plus interest thereon from the date such overpayment was made by PacifiCorp underpayment which shall be calculated pursuant to Section 12.5; and (but not includingc) the date PacifiCorp actually receives reasonably necessary fees and expenses of such independent certified public accountant performing the refund thereof from the Selleraudit, if such interest to be at an annual rate equal to the Prime Rate in effect on the date such overpayment was made by PacifiCorp plus two underpayment exceeds five (5%) percent (2%), provided however, that the interest rate shall at no time exceed the maximum rate allowed by applicable law. Should the audit reveal a billing error or errors that resulted in an underpayment by PacifiCorp, PacifiCorp shall pay to the Seller the amount of the underpayment plus interest thereon from total supply price payment owed for the Due Date thereof to CALENDAR YEAR then being reviewed. Otherwise, TANABE's accountant's fees and expenses shall be borne by TANABE. Any overpayment of supply price payment shall be fully creditable against future supply price payment payable in any subsequent periods. Upon the expiration of thirty-six (but not including36) months following the date the Seller actually receives the payment thereof from PacifiCorpend of any CALENDAR YEAR, such interest to be at an annual rate equal to the Prime Rate in effect on the date such underpayment was made by PacifiCorp plus two percent (2%), provided however, that the interest rate shall at no time exceed the maximum rate allowed by applicable law. 8.3 PacifiCorp and Seller shall maintain for a period of two (2) years records, including bills and invoices, related to the calculation of supply price payment prices payable with respect to such CALENDAR YEAR shall be binding and other material terms hereinconclusive on TANABE and VIVUS, unless an audit for such CALENDAR YEAR is initiated before expiration of such thirty-six (36) months. Should VIVUS not agree with the report, VIVUS may submit its own report within ninety (90) days of receiving TANABE's report. If the two reports differ, the Parties shall meet and discuss how to resolve the discrepancy. If the Parties fail to reach agreement, the Parties will resolve the dispute as recited in Article 28.

Right to Audit. 8.1 14.1 PacifiCorp and Seller shall have the right, upon reasonable notice to the other and during regular business hours and without unduly interfering with the conduct of the other’s business, to access all of PacifiCorp’s or Seller’s records pertaining to invoices under this Agreement including but not limited to documents related to Day-of Changes to the Schedule pursuant to Section 6.7 and any recalculation pursuant to Section 8, and to audit the reports, data, calculations and invoices that must be retained or provided under this Agreement. Each party shall bear its their own costs of performing such audit; provided, however, that each Party agrees to cooperate with such audit and shall not charge the other for any reasonable costs (including without limitation the cost of photocopies) that the other may incur as a result of such audit. Each party shall have two (2) years from the date on which a billing statement is received to audit and to challenge that billing statement. 8.2 14.2 Should the audit reveal discover a billing error or errors that resulted in an overpayment by PacifiCorpPurchaser, the Seller shall refund to PacifiCorp the amount of the overpayment plus interest thereon from the date such overpayment was made by PacifiCorp to (but not including) the date PacifiCorp actually receives the refund thereof from the Seller, such interest to be at an annual rate equal to the Prime Rate in effect on the date such overpayment was made by PacifiCorp plus two percent (2%), provided however, that the interest rate shall at no time exceed the maximum rate allowed by applicable law. Should the audit reveal discover a billing error or errors that resulted in an underpayment by PacifiCorp, PacifiCorp shall pay to the Seller the amount of the underpayment plus interest thereon from the Due Date thereof to (but not including) the date the Seller actually receives the payment thereof from PacifiCorp, such interest to be at an annual rate equal to the Prime Rate in effect on the date such underpayment was made by PacifiCorp plus two percent (2%), provided however, that the interest rate shall at no time exceed the maximum rate allowed by applicable law. 8.3 14.3 PacifiCorp and Seller shall maintain for a period of two (2) years records, including bills and invoices, related to the calculation of payment prices and other material terms herein. Seller shall maintain for a period of two (2) years records, including but not limited to bills and invoices, documenting Seller’s incremental costs, including any penalties, incurred in providing unscheduled deliveries or in reducing Scheduled Deliveries.

Right to Audit. 8.1 PacifiCorp 10.3.1. Wize shall keep accurate records of account on behalf of itself and Seller its Affiliates, for the purposes of compliance with its obligations hereunder, and shall maintain them for at least five (5) years from the date of their creation. Upon the written request of Copernicus, at Copernicus’ expense and not more than once in each Wize fiscal year, Wize and its Affiliates shall permit an independent public accountant or auditor or other representative of Copernicus (the “Auditor”), selected by Copernicus but not regularly employed by Copernicus and reasonably acceptable to Wize, to have access at reasonable times mutually agreed by Copernicus and Wize to those records of Wize and its Affiliates as may be reasonably necessary to verify the right, upon reasonable notice accuracy of the Royalty Reports furnished by Wize hereunder in respect of any royalty period ending not more than one year prior to the other date of such request. The Auditor shall be required to execute a confidentiality agreement in form and during regular business hours and without unduly interfering substance reasonably satisfactory to Wize prior to commencing any such audit. Copernicus acknowledges that the Auditor shall conduct its audit in such a manner so as to not unreasonably interfere with the conduct of the other’s business, to access all of PacifiCorpWize’s or Seller’s records pertaining its Affiliates’ business. 10.3.2. Wize shall include in each sublicense granted by it pursuant to invoices under this Agreement a provision requiring the Sublicensee to keep and maintain records of sales of Product made pursuant to such sublicense, and to grant access to such records by Wize’s independent accountant subject to substantially similar terms and conditions as stated in this Section 10.3. Upon receipt of any written request by Copernicus, at Copernicus’ expense, Wize shall cause an independent auditor selected by Wize but reasonably satisfactory to Copernicus to exercise such audit rights with respect to any Sublicensees and to cause such auditor to provide a written report to Copernicus describing the reports, data, calculations and invoices that must be retained or provided under this Agreement. Each party shall bear its own costs results of performing such audit; provided, however, that each Party agrees Copernicus shall have no right to cooperate with request an audit of any Sublicensee in any calendar year in which Wize has already audited such Sublicensee for the same royalty period which Copernicus desires to audit, provided that such audit is conducted by such an independent auditor and shall not charge the other for any reasonable costs (including without limitation the cost of photocopies) that the other may incur report is sufficient to provide Copernicus with substantially similar information as a result the information required under Section 6.3(a) to verify the accuracy of such auditthe Royalty Reports. Each party In the event that Wize does not promptly perform an audit which has been properly requested by Copernicus, Copernicus shall have two (2) years from the date on which a billing statement is received right, at its expense, to audit and to challenge that billing statementconduct the audit. 8.2 Should 10.3.3. In the audit reveal a billing error or errors event that resulted in an overpayment by PacifiCorp, the Seller shall refund to PacifiCorp the amount of any underpayment of royalties is in excess of five percent (5%) of the total royalties due to Copernicus with respect to the period covered by the report, Wize shall be responsible for the reasonable expenses of the audit in which the underpayment was discovered. Any overpayment plus interest thereon from of royalties shall be fully creditable against future royalties payable in subsequent royalty periods. In the date event there is no further obligation to pay royalties hereunder, Copernicus shall pay Wize the portion of such overpayment was made by PacifiCorp not credited within thirty (30) days after such obligation ceased, less any payment due Copernicus hereunder. 10.3.4. Upon the expiration of twelve (12) months following the end of any Wize fiscal year, the calculation of royalties payable with respect to (but not including) such year shall be binding and conclusive upon Copernicus and Wize, and except for fraud or intentional misrepresentation, Copernicus, Wize and its Affiliates shall be released from any liability or accountability with respect to royalties for such fiscal year. 10.3.5. If the date PacifiCorp actually receives the refund thereof from the SellerAuditor’s report shows any underpayment of royalties, such interest Wize shall remit, or shall cause its Affiliates or Sublicensees to be at an annual rate equal remit, to the Prime Rate in effect on the date such overpayment was made by PacifiCorp plus two percent (2%), provided however, that the interest rate shall at no time exceed the maximum rate allowed by applicable law. Should the audit reveal a billing error or errors that resulted in an underpayment by PacifiCorp, PacifiCorp shall pay to the Seller Copernicus the amount of the underpayment plus interest thereon from the Due Date thereof to (but not including) the date the Seller actually receives the payment thereof from PacifiCorp, such interest to be at an annual rate equal to the Prime Rate in effect on the date such underpayment was made by PacifiCorp plus two percent within thirty (2%), provided however, that 30) days after Copernicus’ receipt of the interest rate shall at no time exceed the maximum rate allowed by applicable lawAuditor’s report. 8.3 PacifiCorp and Seller shall maintain for a period of two (2) years records, including bills and invoices, related to the calculation of payment prices and other material terms herein.

Right to Audit. 8.1 PacifiCorp and Seller (f) of the Lease is hereby modified by -------------- adding the following at the end of such Section 4.2(f): "If Tenant disputes the amount of actual Operating Expenses set forth in Landlord's statement (the "Statement"), Tenant shall have the right, upon reasonable notice at Tenant's expense, not later than ninety (90) days following receipt of such Statement, to inspect Landlord's books and records which directly relate to the other Operating Expenses for the calendar year which is the subject of the Statement. The audit shall take place at the offices of Landlord where its books and records are located at a mutually convenient time during Landlord's regular business hours and without unduly interfering with the conduct of the other’s business, to access all of PacifiCorp’s or Seller’s records pertaining to invoices under this Agreement and to audit the reports, data, calculations and invoices that must be retained or provided under this Agreement. Each party shall bear its own costs of performing such audit; provided, however, that Tenant's right to audit shall be limited to the ninety (90) day period following the date that Landlord gives Tenant such Statement. If Tenant disputes Landlord's calculations or determination (Tenant's notice must be given within ten (10) days after the ninety (90) day period referred to herein), such dispute shall be resolved by a public accounting firm reasonably acceptable to each Party agrees to cooperate with party. If such audit determines that an error has been made in Landlord's determination and calculation which results in Tenant having paid an amount in excess of the actual Operating Expenses by ten percent (10%) or more, Landlord shall not charge pay for the other for any reasonable costs (including without limitation the cost of photocopies) that the other may incur as a result fees and expenses of such firm, otherwise, Tenant shall pay for such fees and expenses. Upon final resolution of the matter, Tenant shall pay any shortfall to Landlord within thirty (30) days after the audit. Each party shall have two (2) years from , or in the date on which a billing statement is received to audit and to challenge that billing statement. 8.2 Should alternative, if the audit reveal a billing error or errors determined that resulted in Tenant made an overpayment by PacifiCorpto Landlord on account of Operating Expenses, the Seller Landlord shall refund to PacifiCorp the amount of the overpayment plus interest thereon from the date reimburse Tenant for such overpayment was made by PacifiCorp to within thirty (but not including30) days after the date PacifiCorp actually receives the refund thereof from the Seller, such interest to be at an annual rate equal to the Prime Rate in effect on the date such overpayment was made by PacifiCorp plus two percent (2%), provided however, that the interest rate shall at no time exceed the maximum rate allowed by applicable law. Should the audit reveal a billing error or errors that resulted in an underpayment by PacifiCorp, PacifiCorp shall pay to the Seller the amount of the underpayment plus interest thereon from the Due Date thereof to (but not including) the date the Seller actually receives the payment thereof from PacifiCorp, such interest to be at an annual rate equal to the Prime Rate in effect on the date such underpayment was made by PacifiCorp plus two percent (2%), provided however, that the interest rate shall at no time exceed the maximum rate allowed by applicable lawaudit. 8.3 PacifiCorp and Seller shall maintain for a period of two (2) years records, including bills and invoices, related to the calculation of payment prices and other material terms herein."

Right to Audit. 8.1 PacifiCorp (a) Sublicensee shall keep and Seller maintain complete and accurate records concerning all aspects of the manufacture and sale of the Products. ECC or its designee (the "Representative") shall have the right, at ECC's expense, periodically to review those records and operations of Sublicensee which deal with the design, manufacture, shipment and sale of Products. Such reviews may take place only during the normal business hours of Sublicensee and only upon reasonable written notice to Sublicensee given at least three (3) business days prior to such review. The Representative conducting such review shall be required to execute a confidentiality agreement pursuant to which the other and during regular business hours and without unduly interfering Representative shall agree that it will not disclose or use the information obtained pursuant to such review to or for the benefit of any person or entity except ECC unless required to do so in connection with the conduct resolution of any dispute concerning any payment required by this Agreement. (b) If any such review reveals, in the opinion of ECC, that Sublicensee has not paid to ECC the full amount of any payment due hereunder for the period covered by such review, ECC shall give the Sublicensee written notice (the "Review Notice") of such discrepancy. The Review Notice shall be accompanied by a written report prepared by ECC or the Representative setting forth, in reasonable detail, the basis of the other’s businessalleged underpayment. If Sublicensee does not notify ECC that Sublicensee disputes the findings set forth in such report, it shall pay to access all ECC the full amount of PacifiCorp’s or Seller’s records pertaining to invoices under this Agreement and to audit the reports, data, calculations and invoices that must be retained or provided under this Agreementunderpayment in question within 15 days of the date of receipt of the Review Notice. Each party All underpaid amounts shall bear its own interest from the date upon which the payment in question should have been made until it is actually paid at the lending interest rate of prime (as published in the Wall Street Journal on the last previous business day). Additionally, if Sublicensee agrees to make the underpayment specified in the Review Notice, Sublicensee shall also reimburse ECC for the actual costs of performing the review if the underpayment amount is 5% or more of the Royalty payment due during the period in question and such auditunderpayment exceeds $100,000 in amount. In all other cases, ECC shall pay all expenses and fees of the review, 8 including all out-of-pocket expenses actually and reasonably incurred by Sublicensee in connection therewith. (c) If Sublicensee disputes the findings set forth in the Review Notice, it shall so notify ECC in writing ("Dispute Notice") within fifteen (15) days of the receipt of the Review Notice. Representatives of ECC and Sublicensee shall meet and, in good faith, seek to resolve the dispute through negotiation; provided, however, that each Party agrees if such dispute is not resolved within ten (10) days of the Dispute Notice, ECC and Sublicensee shall jointly agree to cooperate either (i) immediately retain a nationally-recognized independent accounting firm (other than the firm which prepared the report which accompanied the Review Notice), which is acceptable to both parties, to conduct an additional review of the payments due to ECC, or (h) submit the dispute to arbitration or mediation in accordance with the provisions of paragraph 26 hereof. In the event that ECC and Sublicensee are unable to so jointly agree, the matter will be submitted to arbitration pursuant to clause (ii) of the preceding sentence. Sublicensee and ECC shall not unreasonably withhold their approval of the accounting firm selected by either party pursuant to clause (i) above. The determination of such audit accountants or arbitrators (or mediators) in regard to the accuracy of the payments made to ECC shall be final and binding upon the parties, shall not be subject to appeal or review by any court or governmental agency and shall not charge be enforceable in the other for any reasonable costs (including without limitation appropriate United States state and federal courts. If such review reveals that Sublicensee has failed to pay to ECC the cost full amount of photocopies) that a Royalty payment actually due, Sublicensee shall pay the other may incur as a result full amount of such auditdiscrepancy to ECC within three (3) days of the date of the report of such accountants or the decision of the arbitrators, as the case may be. Each party The full amount of such underpayment shall have two bear interest at the lending interest rate of prime (2as published by the Wall Street Journal on the date of the Dispute Notice or next business day) years from the date on which a billing statement the payment in question should have been made until it is received actually made. Additionally, if it is determined by the review conducted pursuant to audit and to challenge this paragraph 5(c) that billing statement. 8.2 Should the audit reveal a billing error Sublicensee underpaid ECC by 5% or errors that resulted in an overpayment by PacifiCorp, the Seller shall refund to PacifiCorp the amount more of the overpayment plus interest thereon Royalty payment (d) The second failure within any two-year period by Sublicensee to make timely payment of the correct Royalty amount due under this Agreement as finally determined under paragraph 5(c) shall constitute a breach of a material obligation of Sublicensee and may result in the termination of this Agreement pursuant to paragraph 16 hereof, unless Sublicensee has cured such failure within sixty (60) days from the date notice of such overpayment was made by PacifiCorp failure is delivered to (but not including) the date PacifiCorp actually receives the refund thereof from the Seller, such interest to be at an annual rate equal to the Prime Rate in effect on the date such overpayment was made by PacifiCorp plus two percent (2%), provided however, that the interest rate shall at no time exceed the maximum rate allowed by applicable law. Should the audit reveal a billing error or errors that resulted in an underpayment by PacifiCorp, PacifiCorp shall pay to the Seller the amount of the underpayment plus interest thereon from the Due Date thereof to (but not including) the date the Seller actually receives the payment thereof from PacifiCorp, such interest to be at an annual rate equal to the Prime Rate in effect on the date such underpayment was made by PacifiCorp plus two percent (2%), provided however, that the interest rate shall at no time exceed the maximum rate allowed by applicable lawSublicensee. 8.3 PacifiCorp and Seller shall maintain for a period of two (2) years records, including bills and invoices, related to the calculation of payment prices and other material terms herein.

Right to Audit. 8.1 PacifiCorp (a) Upon written request to Roche and Seller at least [*] prior notice from Kosan, at Kosan’s expense and not more [*] Kosan may engage [*] independent certified public accountants to perform, on the behalf of Kosan, an audit in accordance with [*] of Roche’s books and records during normal business hours as may be reasonably necessary to verify the accuracy of the Royalty Reports furnished by Roche and to confirm payments made hereunder with respect to any quarterly period ending not more than [*] months prior to the date of such request. Roche shall notify Kosan [*] no later than [*] before it is scheduled to occur. [*] = CERTAIN CONFIDENTIAL INFROMATION 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 ACT OF 1934, AS AMENDED. (b) Roche shall keep, and shall cause its Affiliates and sublicensees to keep, complete and accurate records pertaining to the sale of Licensed Products and the royalties and other amounts payable under this Agreement in sufficient detail to permit Kosan to confirm the accuracy of all payments due hereunder for no less than [*] years after the time periods to which such records relate. Roche shall include in each written sublicense granted by it pursuant to this Agreement a provision requiring the sublicensee to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Kosan’s auditor subject to the same terms and conditions as stated in this Section 6.4. Such records shall be sufficient for Kosan to determine Net Sales on a country-by-country basis. (c) Upon the expiration of [*] months following the end of any quarterly royalty payment period, the calculation of royalties payable with respect to such quarter shall be binding and conclusive upon Kosan (except with respect to any audit then underway, and except for fraud or misrepresentation), and the Roche Group shall be released from any liability or accountability with respect to royalties for such fiscal year. (d) Any report prepared by the auditor, shall disclose only the conclusions of the auditor regarding the audit and the amount of any underpayment or overpayment of royalties, if any, without disclosure of or reference to supporting documentation. A copy of such report shall be sent or otherwise provided to Roche by the auditor at the same time it is sent or otherwise provided to Kosan. (e) If Kosan believes that an additional audit is appropriate after reviewing the information received from [*], Kosan shall have the right, upon reasonable notice by [*] employed by Kosan and at Kosan’s own expense, to [*] and to [*] in accordance with [*] Roche shall not [*] of [*] appointed by Kosan. (f) If an auditor’s report shows any underpayment of royalties, Roche shall remit, or shall cause its Affiliates or sublicensees to remit, to Kosan the amount of such underpayment within thirty (30) days after Kosan’s receipt of the auditor’s report. If the amount of any underpayment of royalties is in excess of [*] of the total royalties due to Kosan with respect to the other and during regular business hours and without unduly interfering with period covered by the conduct of the otherAuditor’s businessreport, to access all of PacifiCorp’s or Seller’s records pertaining to invoices under this Agreement and to audit the reports, data, calculations and invoices that must be retained or provided under this Agreement. Each party then Roche shall bear its own costs of performing such audit; provided, however, that each Party agrees to cooperate with such audit and shall not charge the other reimburse Kosan for any reasonable costs (including without limitation the cost of photocopies) that the other may incur as a result of such audit. Each party shall have two (2) years from the date on which a billing statement is received to audit and to challenge that billing statement. 8.2 Should the audit reveal a billing error or errors that resulted in an overpayment by PacifiCorpwhich the underpayment was discovered, the Seller shall refund to PacifiCorp the amount of the overpayment plus underpayment, and interest thereon from the date such overpayment was made by PacifiCorp to (but not including) the date PacifiCorp actually receives the refund thereof from the Seller, such interest to be at an annual rate equal to the Prime Rate in effect on the date such underpayment at the [*] Any overpayment was made by PacifiCorp plus two percent (2%), provided however, that the interest rate of royalties shall at no time exceed the maximum rate allowed by applicable law. Should the audit reveal a billing error or errors that resulted be fully creditable against future royalties payable in an underpayment by PacifiCorp, PacifiCorp shall pay to the Seller the amount of the underpayment plus interest thereon from the Due Date thereof to (but not including) the date the Seller actually receives the payment thereof from PacifiCorp, such interest to be at an annual rate equal to the Prime Rate in effect on the date such underpayment was made by PacifiCorp plus two percent (2%), provided however, that the interest rate shall at no time exceed the maximum rate allowed by applicable lawsubsequent royalty periods. 8.3 PacifiCorp and Seller shall maintain for a period of two (2) years records, including bills and invoices, related to the calculation of payment prices and other material terms herein.

Right to Audit. 8.1 PacifiCorp and Seller Upon five (5) business days' notice to IQO, QOS, at its expense (subject to the provisions of this subparagraph 5.5), shall have the right, upon reasonable notice to right during the other License Term and for three (3) years thereafter at any time during regular business hours and without unduly interfering with the conduct of the other’s businesshours, not more frequently than twice annually, to access all of PacifiCorp’s or Seller’s records pertaining to invoices under this Agreement and to have a qualified accountant selected by QOS audit the reportsrecords of IQO to the extent necessary to verify IQO's statements and payments of Percentage Royalties, dataincluding the right to examine, calculations photocopy and invoices that must make extracts from such records. Such records shall be retained or provided under this Agreementmade available to QOS's accountant at IQO's Notice Address. Each party IQO shall bear its own costs cooperate in a reasonable manner with and assist QOS's accountant for the purpose of performing facilitating such audit; provided. If, however, that each Party agrees to cooperate with such audit and shall not charge the other for any reasonable costs (including without limitation the cost of photocopies) that the other may incur as a result of such audit. Each party , QOS's accountant determines that the amount of Percentage Royalties actually due was greater than the amount reported by IQO in any Quarterly Report furnished pursuant to subparagraph 5.1, QOS shall have two (2) years from promptly furnish to IQO a copy of the date on which a billing statement is received to audit and to challenge that billing statement. 8.2 Should the audit reveal a billing error or errors that resulted in an overpayment by PacifiCorp, the Seller shall refund to PacifiCorp report of its accountant setting forth the amount of the overpayment plus deficiency showing, in reasonable detail, the basis upon which such deficiency was determined. IQO shall promptly remit to QOS a sum equal to such deficiency, together with interest thereon at the rate prescribed in Paragraph 5.2 from the date such overpayment was made by PacifiCorp to (but not including) Percentage Royalties were due until the date PacifiCorp actually receives of such remittance. In addition, if the refund thereof from the Seller, such interest to be at an annual rate equal to the Prime Rate in effect on the date such overpayment was made audit reveals underpayment by PacifiCorp plus two more than five percent (25%)) of the Percentage Royalties in any quarterly period, provided however, that the interest rate shall at no time exceed the maximum rate allowed by applicable law. Should the audit reveal a billing error or errors that resulted in an underpayment by PacifiCorp, PacifiCorp IQO shall pay to QOS the Seller cost of such audit. If, as a result of such audit, QOS's accountant determines that the amount of Percentage Royalties paid was greater than the underpayment plus interest thereon from the Due Date thereof to (but not including) the date the Seller amount actually receives the payment thereof from PacifiCorpdue, such interest overpayment will be promptly refunded to be at an annual rate equal to the Prime Rate in effect on the date such underpayment was made by PacifiCorp plus two percent (2%), provided however, that the interest rate shall at no time exceed the maximum rate allowed by applicable lawIQO. 8.3 PacifiCorp and Seller shall maintain for a period of two (2) years records, including bills and invoices, related to the calculation of payment prices and other material terms herein.