Common use of Audit and Inspection Clause in Contracts

Audit and Inspection. ENS and its Affiliates, sub-licensees and marketing partner, if any, shall keep, full, true and accurate books of account containing all particulars that may be necessary for the purpose of verifying Net Sales and Adjusted Gross Sales and calculating all royalties payable to ROCHE. Such books of accounts shall be kept at their principal place of business. ROCHE or its authorized independent public accountant has the right to engage, at its own expense, an independent public accountant of international reputation to perform, on behalf of ROCHE or its independent public accountant, an audit, conducted in accordance with international accounting and auditing standards (IAAS), of such books and records of ENS and its Affiliates, sub-licensees and marketing partners, if any, that are deemed necessary by ROCHE to report on Net Sales of Product for the period or periods requested by ROCHE and the correctness of any report or payments made under this Agreement. Upon timely request and at least thirty (30) days’ prior written notice from ROCHE, such audit shall be conducted as an additional audit work during the ENS’s annual audit of the countries specifically requested by ROCHE, during regular business hours in such a manner as to not unnecessarily interfere with ENS’s normal business activities, and shall be limited to results in the two (2) full calendar years prior to audit notification. Such audit shall not be performed more frequently than once per calendar year nor more frequently than once with respect to records covering any specific period of time. All information, * Portions of this document marked with **** have been omitted pursuant to a request for confidential treatment submitted with the SEC. data, documents and abstracts herein referred to shall be used only for the purpose of verifying royalty statements or compliance with this Agreement, shall be treated as ENS Confidential Information. Audit results shall be shared by and be binding upon the parties. If the audit reveals an overpayment, ROCHE shall promptly reimburse ENS for the amount of the overpayment. If the audit reveals an underpayment, ENS shall promptly make up such underpayment. If the audit reveals that the royalties owed by ENS for the countries specifically requested and for any calendar year in total have been understated by more than 10% (ten), ENS shall, in addition, pay the reasonable costs of such additional audit work. The failure of ROCHE to request verification of any royalty calculation within the period during which corresponding records must be maintained will be deemed to be acceptance of the royalty reporting.

Audit and Inspection. ENS To enable verification of the Royalty Reporting Forms, as well as any other use of Release Patents, Registrant and its Affiliates, sub-licensees and marketing partner, if any, Affiliates shall keep, full, true keep complete and accurate books and records relating to the procurement, manufacture, Sale and other disposal of account containing all particulars that may be necessary Scope Products and Exempt Products, and shall keep these books and records available for a period of 5 years following the purpose procurement, manufacture, or Sale or other disposal of verifying Net Sales such Scope Products and Adjusted Gross Sales Exempt Products. If competent authorities take possession of the records and calculating all royalties payable to ROCHE. Such books of accounts shall be kept at their principal place of business. ROCHE Registrant or its authorized independent public accountant has Affiliates for tax investigation purposes or otherwise, Registrant shall ensure that a complete set of photocopies of all such records and books is kept so as to allow inspection in accordance with this Clause 2.10. Philips shall have the right to engage, at its own expense, an independent public accountant of international reputation to perform, on behalf of ROCHE or its independent public accountant, an audit, conducted in accordance with international accounting and auditing standards (IAAS), of such inspect the books and records of ENS Registrant and its AffiliatesAffiliates from time to time to verify the Royalty Reporting Forms or other use of Release Patents. Any such inspection shall take place no more than once per year and shall be conducted by a certified public auditor appointed by Philips. Philips shall give Registrant written notice of such inspection at least 14 days prior to the inspection. Registrant and its Affiliates shall promptly co‐operate and provide all such assistance in connection with such inspection as Philips or the auditor may require, sub-licensees including copies of any document, book or record that the auditor considers necessary to perform the audit, irrespective of whether such document refers to a Scope Product. The inspection shall be conducted at Philips’ own expense, except in the following cases in which Registrant shall bear the costs: (i) Registrant has failed to submit an Annual Statement by its Chief Financial Officer, in accordance with the provisions of Clause 2.09, in respect of the period to which the inspection relates, or (ii) the audit establishes any discrepancy or error exceeding 5% (five percent) of the quantity of Scope Products for which royalties are actually due. Any obligation of Registrant to bear the cost of the audit shall be without prejudice to Registrant’s obligation to promptly make up for such underpayment and marketing partnersto any claim or remedy Philips may have under this Agreement or under applicable law. Failure by Registrant or its Affiliates to promptly co‐operate with the inspection as set out in this Clause 2.10 shall constitute a material breach of this Agreement and, if any, that are deemed necessary by ROCHE to report on Net Sales in the event of Product such failure Registrant shall be liable for the period or periods requested by ROCHE cost of the inspection and the correctness of any report or payments made under all costs and damages resulting from such failure. Further, such failure shall entitle Philips to terminate this Agreement. Upon timely request and at least thirty (30) daysPhilips’ prior written notice from ROCHE, such audit right of inspection as set out in this Clause 2.10 shall be conducted as an additional audit work during the ENS’s annual audit survive termination or expiration of the countries specifically requested by ROCHE, during regular business hours in such this Agreement for a manner as to not unnecessarily interfere with ENS’s normal business activities, and shall be limited to results in the two (2) full calendar years prior to audit notification. Such audit shall not be performed more frequently than once per calendar year nor more frequently than once with respect to records covering any specific period of time. All information, * Portions 5 years following the date of this document marked with **** have been omitted pursuant to a request for confidential treatment submitted with the SEC. data, documents and abstracts herein referred to shall be used only for the purpose of verifying royalty statements termination or compliance with this Agreement, shall be treated as ENS Confidential Information. Audit results shall be shared by and be binding upon the parties. If the audit reveals an overpayment, ROCHE shall promptly reimburse ENS for the amount of the overpayment. If the audit reveals an underpayment, ENS shall promptly make up such underpayment. If the audit reveals that the royalties owed by ENS for the countries specifically requested and for any calendar year in total have been understated by more than 10% (ten), ENS shall, in addition, pay the reasonable costs of such additional audit work. The failure of ROCHE to request verification of any royalty calculation within the period during which corresponding records must be maintained will be deemed to be acceptance of the royalty reportingexpiration.

Audit and Inspection. ENS ▇▇▇▇ shall have the right, through an independent certified public accountant (provided that such independent certified public accountant is not compensated on a contingency basis), subject to execution of a written non-disclosure agreement with CryoTherm in form and content satisfactory to CryoTherm in its Affiliatesreasonable discretion, sub-licensees and marketing partnerto inspect the offices, if anyfiles, shall keep, full, true and accurate books of account containing all particulars that may be necessary and other records, relating exclusively to the subject matter of this Agreement, for the purpose of verifying Net Sales and Adjusted Gross Sales and calculating all royalties payable to ROCHE. Such books of accounts shall be kept at their principal place of business. ROCHE or its authorized independent public accountant has the right to engage, at its own expense, an independent public accountant of international reputation to perform, on behalf of ROCHE or its independent public accountant, an audit, conducted in accordance with international accounting and auditing standards (IAAS), of such books the reports and records of ENS and its Affiliates, sub-licensees and marketing partners, if any, that are deemed necessary royalties due to ▇▇▇▇ by ROCHE to report on Net Sales of Product for the period or periods requested by ROCHE and the correctness of any report or payments made CryoTherm under this Agreement. Upon timely request CryoTherm shall have the right to have a representative present at all such inspections. ▇▇▇▇ warrants that all such audits shall be carried out in a manner calculated not to unreasonably interfere with the CryoTherm's conduct of business. Further, as a condition to such audit, such certified public accountant shall agree in writing to comply with all of CryoTherm's safety and at least security requirements during any visits to CryoTherm's facilities. The cost of such inspection, examination or audit shall be borne by ▇▇▇▇, unless such inspection, examination or audit reflects a discrepancy in favor of ▇▇▇▇ of five percent (5%) or more in the royalty payments reported due by CryoTherm and the actual royalty payments due under this Agreement and such amounts are verified by an independent auditor, as provided herein. In the event of any such discrepancy, as reasonably claimed by ▇▇▇▇, the CryoTherm shall promptly engage an independent auditor to certify the amounts in question. If the discrepancy is verified, CryoTherm shall within thirty (30) days’ prior written notice from ROCHE, such audit shall be conducted as an additional audit work during the ENS’s annual audit of the countries specifically requested by ROCHE, during regular business hours in such a manner as to not unnecessarily interfere with ENS’s normal business activities, and shall be limited to results in the two (2) full calendar years prior to audit notification. Such audit shall not be performed more frequently than once per calendar year nor more frequently than once with respect to records covering any specific period of time. All information, * Portions of this document marked with **** have been omitted pursuant to a request for confidential treatment submitted with the SEC. data, documents and abstracts herein referred to shall be used only for the purpose of verifying royalty statements or compliance with this Agreement, shall be treated as ENS Confidential Information. Audit results shall be shared by and be binding upon the parties. If the audit reveals an overpayment, ROCHE shall promptly reimburse ENS for the amount of the overpayment. If the audit reveals an underpayment, ENS shall promptly make up such underpayment. If the audit reveals that the royalties owed by ENS for the countries specifically requested and for any calendar year in total have been understated by more than 10% (ten), ENS shall, in addition, days pay the reasonable costs unremitted royalty payments due to ▇▇▇▇ and reimburse ▇▇▇▇ for all of his out-of-pocket costs, including the cost of outside accountants, incurred in connection with such additional audit work. The failure of ROCHE to request verification of any royalty calculation within the period during which corresponding records must be maintained will be deemed to be acceptance of the royalty reportinginspections, examinations and audits.

Audit and Inspection. ENS Vendor shall maintain records of all contracts, papers, correspondence, employee time sheets or ledgers, books, accounts and its Affiliatesother information, sub-licensees as applicable, related to payments made and marketing partnerVendor’s performance under this MSA and any Statement of Work for at least five (5) years from the dates the records were created. Upon reasonable advance notice to Vendor, if any, AmeriGas shall keep, full, true and accurate books of account containing all particulars that may be necessary for the purpose of verifying Net Sales and Adjusted Gross Sales and calculating all royalties payable to ROCHE. Such books of accounts shall be kept at their principal place of business. ROCHE or its authorized independent public accountant has have the right to engageaudit and inspect, at Vendor’s places of business and during normal business hours, during the Term of this MSA and for the greater of five (5) years after the termination or expiration of this MSA or the applicable Statement of Work, such books and records pertinent to Vendor’s performance of its own expenseobligations under this MSA and the applicable Statement of Work, an independent public accountant of international reputation and Vendor agrees to performcooperate with respect to any such audit; provided, on behalf of ROCHE or its independent public accountanthowever, an audit, conducted in accordance with international accounting and auditing standards (IAAS), that Vendor may redact any portion of such books and records containing confidential information of ENS third parties. AmeriGas may request electronic delivery of books and its Affiliates, sub-licensees and marketing partners, if any, that are deemed necessary by ROCHE records applicable to report on Net Sales of Product for the period or periods requested by ROCHE and the correctness of any report or payments made under this Agreementaudit. Upon timely reasonable request and at least no cost to AmeriGas, Vendor shall provide AmeriGas with copies of third party audit reports applicable to the performance under this MSA and any Statement of Work. This right to audit shall include subcontractors in which goods or services are subcontracted by Vendor. Vendor shall ensure AmeriGas has these rights with subcontractor(s). Each party will bear its own costs in connection with the audit, including costs of the time spent by each party’s representatives in performing and cooperating with the audit. Vendor will bear all on-site photocopy costs. However, in the event that the audit reveals either or both (a) deficiencies in Vendor’s record keeping or accounting resulting in overcharges to AmeriGas of more than 5%; or (b) that Vendor failed to comply with Law or with the requirements of this MSA or the applicable Statement of Work, Vendor shall reimburse AmeriGas for all costs associated with such audit, as well as any overcharges within thirty (30) daysdays of its receipt of AmeriGas’ prior written notice from ROCHE, such audit shall be conducted as an additional audit work during the ENS’s annual audit of the countries specifically requested by ROCHE, during regular business hours in such a manner as to not unnecessarily interfere with ENS’s normal business activities, and shall be limited to results in the two (2) full calendar years prior to audit notification. Such audit shall not be performed more frequently than once per calendar year nor more frequently than once with respect to records covering any specific period of time. All information, * Portions of this document marked with **** have been omitted pursuant to a request for confidential treatment submitted with the SEC. data, documents and abstracts herein referred to shall be used only for the purpose of verifying royalty statements or compliance with this Agreement, shall be treated as ENS Confidential Information. Audit results shall be shared by and be binding upon the parties. If the audit reveals an overpayment, ROCHE shall promptly reimburse ENS for the amount of the overpayment. If the audit reveals an underpayment, ENS shall promptly make up such underpayment. If the audit reveals that the royalties owed by ENS for the countries specifically requested and for any calendar year in total have been understated by more than 10% (ten), ENS shall, in addition, pay the reasonable costs of such additional audit work. The failure of ROCHE to request verification of any royalty calculation within the period during which corresponding records must be maintained will be deemed to be acceptance of the royalty reportingnotice.

Audit and Inspection. ENS Either party and its Affiliates, sub-licensees and marketing partner, if any, shall keep, full, true and accurate books of account containing all particulars that may be necessary for the purpose of verifying Net Sales and Adjusted Gross Sales and calculating all royalties payable to ROCHEthe other party. Such books of accounts shall be kept at their principal place of business. ROCHE Each party or its authorized independent public accountant has the right to engage, at its own expense, an independent public accountant of international reputation to perform, on behalf of ROCHE the requesting party or its independent public accountant, an audit, conducted in accordance with international accounting and auditing standards (IAAS), of such books and records of ENS the other party and its Affiliates, sub-licensees and marketing partners, if any, that are deemed necessary by ROCHE the other party to report on Net Sales of Product for the period or periods requested by ROCHE the requesting party and the correctness of any report or payments made under this Agreement. Upon timely request and at least thirty (30) days’ prior written notice from ROCHEthe requesting party, such audit shall be conducted as an additional audit work during the ENSother party’s annual audit of the countries specifically requested by ROCHEthe requesting party, during regular business hours in such a manner as to not unnecessarily interfere with ENSthe other party’s normal business activities, and shall be limited to results in the two (2) full calendar years prior to audit notification. Such audit shall not be performed more frequently than once per calendar year nor more frequently than once with respect to records covering any specific period of time. All information, * Portions of this document marked with **** have been omitted pursuant to a request for confidential treatment submitted with the SEC. data, documents and abstracts herein referred to shall be used only for the purpose of verifying royalty statements or compliance with this Agreement, shall be treated as ENS and ROCHE Confidential Information. Audit results shall be shared by and be binding upon the parties. If the audit reveals an overpayment, ROCHE one party shall promptly reimburse ENS the other party for the amount of the overpayment. If the audit reveals an underpayment, ENS shall promptly make up such underpayment. If the audit reveals that the royalties owed by ENS for the countries specifically requested and for any calendar year in total *Portions of this document marked with **** have been understated by more than 10% (ten), ENS shall, in addition, pay omitted pursuant to a request for confidential treatment submitted with the reasonable costs of such additional audit work. The failure of ROCHE to request verification of any royalty calculation within the period during which corresponding records must be maintained will be deemed to be acceptance of the royalty reportingSEC.

Audit and Inspection. ENS and its Affiliates, sub-licensees and marketing partner, if any, shall keep, full, true and accurate books of account containing all particulars that may be necessary for the purpose of verifying Net Sales and Adjusted Gross Sales and calculating all royalties payable to ROCHE. Such books of accounts shall be kept at their principal place of business. ROCHE or its authorized independent public accountant has We and/or our designees will have the right at any time during business hours, and without prior notice to engageyou, at its own expenseto inspect and/or audit the properties, an independent public accountant of international reputation to performassets, on behalf of ROCHE or its independent public accountantpremises, an auditbusiness records, conducted in accordance bookkeeping and accounting records, sales and income tax records and returns (you waiving all privileges with international accounting and auditing standards (IAASrespect thereto), of such cash register tapes, invoices, payroll records, check stubs and bank deposit receipts, computer files and other records of, and/or relating in any way to, your Rubio's Store and the books and records of ENS any person(s), corporation or partnership which holds, or does business with, the Franchise. You'll fully cooperate with our representatives and its Affiliatesindependent accountants/attorneys hired by us to conduct any such inspection or audit. Our right to audit includes the right to access all cash registers, sub-licensees computers and marketing partnersother equipment by electronic means. If any inspection or audit discloses an understatement of Gross Volume, if anyyou will pay to us, that are deemed within 5 days after receipt of the inspection or audit report, the royalty fees and Marketing Fund Contributions due on the amount of such understatement, plus interest (at the rate and on the terms provided herein) from the date originally due until the date of payment. If any inspection or audit is made necessary by ROCHE your failure to report furnish reports, supporting records, other information or financial statements, or to furnish reports, records, information or financial statements on Net Sales a timely basis, or if an understatement of Product Gross Volume for any period is determined by any audit or inspection to be greater than 2%, you will reimburse us for the period cost of the inspection or periods requested by ROCHE audit, including, without limitation, the charges of any independent accountants, and the correctness travel expenses, room and board and applicable per diem charges for our and their employees. Should any audit reveal an intentional understatement of Gross Volume for any report period in any amount, or payments made under this Agreement. Upon timely request and at least thirty an understatement (30whether intentional or not) days’ prior written notice from ROCHEof Gross Volume for any period to be greater than 5%, such audit shall be conducted as an additional audit work during the ENS’s annual audit or any other violation of the countries specifically requested by ROCHE, during regular business hours in such a manner as to not unnecessarily interfere with ENS’s normal business activities, and shall be limited to results in the two (2) full calendar years prior to audit notification. Such audit shall not be performed more frequently than once per calendar year nor more frequently than once with respect to records covering any specific period of time. All information, * Portions of this document marked with **** have been omitted pursuant to a request for confidential treatment submitted with the SEC. data, documents and abstracts herein referred to shall be used only for the purpose of verifying royalty statements or compliance with this Agreement, shall be treated as ENS Confidential Information. Audit results shall be shared by we may terminate all of your rights, and be binding upon the parties. If the audit reveals an overpaymentour obligations, ROCHE shall promptly reimburse ENS for the amount of the overpayment. If the audit reveals an underpayment, ENS shall promptly make up such underpayment. If the audit reveals that the royalties owed by ENS for the countries specifically requested and for any calendar year in total have been understated by more than 10% (ten), ENS shallhereunder, in additionaddition to exercising any other remedies we may have. These remedies are in addition to all other remedies and rights of ours hereunder or under applicable law, pay the reasonable costs of such additional audit work. The failure of ROCHE to request verification of any royalty calculation within the period during which corresponding records must be maintained will be deemed to be acceptance of the royalty reportingincluding termination.

Audit and Inspection. ENS To enable verification of the Royalty Reporting Forms, Licensee and its Affiliates, sub-licensees and marketing partner, if any, Affiliates shall keep, full, true keep complete and accurate books and records relating to the procurement and inventory of account containing all particulars that may be necessary components for the purpose manufacture of verifying Net Sales all Licensee’s Cellular Handsets and Adjusted Gross Sales the Sale of all Licensee’s Cellular Handsets and calculating all royalties payable to ROCHEshall keep these books and records available for a period of 5 years following the procurement, manufacture or Sale of such Cellular Handsets. Such In the event that competent authorities take possession of the records and books of accounts shall be kept at their principal place of business. ROCHE Licensee or its authorized independent public accountant has Affiliates for tax investigation purposes or otherwise, Licensee shall ensure that a complete set of photocopies or electronic copies of all such records and books is kept so as to allow inspection in accordance with this Clause 3. Philips shall have the right to engage, at its own expense, an independent have a certified public accountant of international reputation to perform, on behalf of ROCHE or its independent public accountant, an audit, conducted in accordance with international accounting and auditing standards (IAAS), of such auditor inspect the books and records of ENS Licensee and its AffiliatesAffiliates from time to time to verify the completeness and accuracy of the Royalty Reporting Forms. Any such inspection shall take place no more than once per year and shall be conducted by a certified public auditor appointed by Philips, sub-licensees associated with a recognized accounting firm. The inspection conducted by such firm may be managed and marketing partners, if any, that are deemed necessary supervised by ROCHE to report on Net Sales an employee of Product for the period or periods requested by ROCHE and the correctness Philips. Philips shall give Licensee written notice of any report or payments made under this Agreement. Upon timely request and such inspection at least thirty 14 days prior to the inspection. Licensee and its Affiliates shall willingly co‐operate and provide all such assistance in connection with such inspection as Philips or the auditor may require, including by providing an electronic copy of the records and access to any document, record or IT system the auditor considers necessary to perform the verification of the completeness and accuracy of the reporting by Licensee. The inspection shall be conducted at Philips’ own expense, except in case the audit establishes any discrepancy or error exceeding 3% (30three percent) days’ prior written notice from ROCHEof the royalties actually due, such in which case Licensee shall pay the cost of the audit. Any obligation of Licensee to bear the cost of the audit shall be conducted as an additional audit work during the ENSwithout prejudice to Licensee’s annual audit of the countries specifically requested by ROCHE, during regular business hours in such a manner as obligation to not unnecessarily interfere with ENS’s normal business activities, and shall be limited to results in the two (2) full calendar years prior to audit notification. Such audit shall not be performed more frequently than once per calendar year nor more frequently than once with respect to records covering any specific period of time. All information, * Portions of this document marked with **** have been omitted pursuant to a request for confidential treatment submitted with the SEC. data, documents and abstracts herein referred to shall be used only for the purpose of verifying royalty statements or compliance with this Agreement, shall be treated as ENS Confidential Information. Audit results shall be shared by and be binding upon the parties. If the audit reveals an overpayment, ROCHE shall promptly reimburse ENS for the amount of the overpayment. If the audit reveals an underpayment, ENS shall promptly make up for such underpaymentunderpayment and to any other claim or remedy as Philips may have under this Agreement or under applicable law. If Failure by Licensee or its Affiliates to co‐operate with the audit reveals that inspection as set out in this Clause 3 shall constitute a material breach of this Agreement and, in the royalties owed by ENS event of such failure, Licensee shall be liable for the countries specifically requested and for any calendar year in total have been understated by more than 10% (ten), ENS shall, in addition, pay the reasonable costs of such additional audit work. The failure of ROCHE to request verification of any royalty calculation within the period during which corresponding records must be maintained will be deemed to be acceptance cost of the royalty reportinginspection and all costs and damages resulting from such failure. Further, such failure shall entitle Philips to terminate this Agreement.

Audit and Inspection. ENS To enable verification of the Royalty Reporting Forms, as well as any other use of Release Patents, Registrant and its Affiliates, sub-licensees and marketing partner, if any, Affiliates shall keep, full, true keep complete and accurate books and records relating to the procurement, manufacture, Sale and other disposal of account containing all particulars that may be necessary Scope Products and Exempt Products, and shall keep these books and records available for a period of 5 years following the purpose procurement, manufacture, or Sale or other disposal of verifying Net Sales such Scope Products and Adjusted Gross Sales Exempt Products. If competent authorities take possession of the records and calculating all royalties payable to ROCHE. Such books of accounts shall be kept at their principal place of business. ROCHE Registrant or its authorized independent public accountant has Affiliates for tax investigation purposes or otherwise, Registrant shall ensure that a complete set of photocopies of all such records and books is kept so as to allow inspection in accordance with this Clause 2.10. Philips shall have the right to engage, at its own expense, an independent public accountant of international reputation to perform, on behalf of ROCHE or its independent public accountant, an audit, conducted in accordance with international accounting and auditing standards (IAAS), of such inspect the books and records of ENS Registrant and its AffiliatesAffiliates from time to time to verify the Royalty Reporting Forms or other use of Release Patents. Any such inspection shall take place no more than once per year and shall be conducted by a certified public auditor appointed by Philips. Philips shall give Registrant written notice of such inspection at least 14 days prior to the inspection. Registrant and its Affiliates shall promptly co‐operate and provide all such assistance in connection with such inspection as Philips or the auditor may require, sub-licensees including copies of any document, book or record that the auditor considers necessary to perform the audit, irrespective of whether such document refers to a Scope Product. The inspection shall be conducted at Philips’ own expense, except in the following cases in which Registrant shall bear the costs: (i) Registrant has failed to submit an Annual Statement by its Chief Financial Officer, in accordance with the provisions of Clause 2.09, in respect of the period to which the inspection relates, or (ii) the audit establishes any discrepancy or error exceeding 5% (five percent) of the quantity of Scope Products for which royalties are actually due. Any obligation of Registrant to bear the cost of the audit shall be without prejudice to Registrant’s obligation to promptly make up for such underpayment and marketing partnersto any other claim or remedy as Philips may have under this Agreement or under applicable law. Failure by Registrant or its Affiliates to promptly co‐operate with the inspection as set out in this Clause 2.10 shall constitute a material breach of this Agreement and, if any, that are deemed necessary by ROCHE to report on Net Sales in the event of Product such failure Registrant shall be liable for the period or periods requested by ROCHE cost of the inspection and the correctness of any report or payments made under all costs and damages resulting from such failure. Further, such failure shall entitle Philips to terminate this Agreement. Upon timely request and at least thirty (30) daysPhilips’ prior written notice from ROCHE, such audit right of inspection as set out in this Clause 2.10 shall be conducted as an additional audit work during the ENS’s annual audit survive termination or expiration of the countries specifically requested by ROCHE, during regular business hours in such this Agreement for a manner as to not unnecessarily interfere with ENS’s normal business activities, and shall be limited to results in the two (2) full calendar years prior to audit notification. Such audit shall not be performed more frequently than once per calendar year nor more frequently than once with respect to records covering any specific period of time. All information, * Portions 5 years following the date of this document marked with **** have been omitted pursuant to a request for confidential treatment submitted with the SEC. data, documents and abstracts herein referred to shall be used only for the purpose of verifying royalty statements termination or compliance with this Agreement, shall be treated as ENS Confidential Information. Audit results shall be shared by and be binding upon the parties. If the audit reveals an overpayment, ROCHE shall promptly reimburse ENS for the amount of the overpayment. If the audit reveals an underpayment, ENS shall promptly make up such underpayment. If the audit reveals that the royalties owed by ENS for the countries specifically requested and for any calendar year in total have been understated by more than 10% (ten), ENS shall, in addition, pay the reasonable costs of such additional audit work. The failure of ROCHE to request verification of any royalty calculation within the period during which corresponding records must be maintained will be deemed to be acceptance of the royalty reportingexpiration.

Audit and Inspection. ENS Recipient shall keep such business records pursuant to this Agreement as would be kept by a reasonably prudent practitioner of Recipient's profession. Recipient agrees to provide SBCAG, Federal Agencies, or State Agencies including but not limited to the FTA Administrator, the Comptroller General of the United States or any of their authorized representatives access to any books, documents, papers and its Affiliates, sub-licensees and marketing partner, if any, shall keep, full, true and accurate books records of account containing all particulars that may be necessary the Recipient which are directly pertinent to this Agreement for the purpose purposes of verifying Net Sales determining compliance with this Agreement and Adjusted Gross Sales applicable laws hereunder, or making audits, examinations, or excerpts and calculating all royalties payable to ROCHEtranscriptions. Such books of accounts All accounting records shall be kept at their principal place of businessin accordance with generally accepted accounting principles. ROCHE or its authorized independent public accountant has SBCAG shall have the right to engageaudit and review all such documents and records at any time during Recipient's regular business hours or upon reasonable notice. In addition, at its own expense, an independent public accountant of international reputation to perform, on behalf of ROCHE or its independent public accountant, an audit, conducted in accordance with international accounting and auditing standards if this Agreement exceeds ten thousand dollars (IAAS$10,000.00), of such books and records of ENS and its Affiliates, sub-licensees and marketing partners, if any, that are deemed necessary by ROCHE to report on Net Sales of Product for the period or periods requested by ROCHE and the correctness of any report or payments made under this Agreement. Upon timely request and at least thirty (30) days’ prior written notice from ROCHE, such audit Recipient shall be conducted as an additional audit work during subject to the ENS’s annual examination and audit of the countries specifically requested by ROCHECalifornia State Auditor, during regular business hours in such at the request of the SBCAG or as part of any audit of the SBCAG, for a manner as to not unnecessarily interfere with ENS’s normal business activities, and shall be limited to results in the two (2) full calendar years prior to audit notification. Such audit shall not be performed more frequently than once per calendar year nor more frequently than once with respect to records covering any specific period of timethree (3) years after final payment under the Agreement (Cal. All informationGovt. Code Section 8546.7). Recipient shall participate in any audits and reviews, * Portions of this document marked with **** have been omitted pursuant whether by SBCAG Federal or State Agencies, at no charge. If Federal, State or SBCAG audit exceptions are made relating to a request for confidential treatment submitted with the SEC. data, documents and abstracts herein referred to shall be used only for the purpose of verifying royalty statements or compliance with this Agreement, Recipient shall be treated as ENS Confidential Information. Audit results shall be shared reimburse all costs incurred by and be binding upon the parties. If federal, state, and/or SBCAG associated with defending against the audit reveals an overpaymentexceptions or performing any audits or follow-up audits, ROCHE including but not limited to: audit fees, court costs, attorneys’ fees based upon a reasonable hourly amount for attorneys in the community, travel costs, penalty assessments and all other costs of whatever nature. Immediately upon notification from SBCAG, Recipient shall promptly reimburse ENS for the amount of the overpayment. If audit exceptions and any other related costs directly to SBCAG as specified by SBCAG in the audit reveals an underpayment, ENS shall promptly make up such underpayment. If the audit reveals that the royalties owed by ENS for the countries specifically requested and for any calendar year in total have been understated by more than 10% (ten), ENS shall, in addition, pay the reasonable costs of such additional audit work. The failure of ROCHE to request verification of any royalty calculation within the period during which corresponding records must be maintained will be deemed to be acceptance of the royalty reportingnotification.

Audit and Inspection. ENS To enable verification of the Royalty Reporting Forms, Licensee and its Affiliates, sub-licensees and marketing partner, if any, Affiliates shall keep, full, true keep complete and accurate books and records relating to the procurement and inventory of account containing all particulars that may be necessary components for the purpose manufacture of verifying Net Sales all Licensee’s UMTS/LTE Terminals and Adjusted Gross Sales the Sale of all Licensee’s UMTS/LTE Terminals and calculating all royalties payable to ROCHEshall keep these books and records available for a period of 5 years following the procurement, manufacture or Sale of such UMTS/LTE Terminals. Such In the event that competent authorities take possession of the records and books of accounts shall be kept at their principal place of business. ROCHE Licensee or its authorized independent public accountant has Affiliates for tax investigation purposes or otherwise, Licensee shall ensure that a complete set of photocopies or electronic copies of all such records and books is kept so as to allow inspection in accordance with this Clause 3. Philips shall have the right to engage, at its own expense, an independent have a certified public accountant of international reputation to perform, on behalf of ROCHE or its independent public accountant, an audit, conducted in accordance with international accounting and auditing standards (IAAS), of such auditor inspect the books and records of ENS Licensee and its AffiliatesAffiliates from time to time to verify the completeness and accuracy of the Royalty Reporting Forms. Any such inspection shall take place no more than once per year and shall be conducted by a certified public auditor appointed by Philips, sub-licensees associated with a recognized accounting firm. The inspection conducted by such firm may be managed and marketing partners, if any, that are deemed necessary supervised by ROCHE to report on Net Sales an employee of Product for the period or periods requested by ROCHE and the correctness Philips. Philips shall give Licensee written notice of any report or payments made under this Agreement. Upon timely request and such inspection at least thirty 14 days prior to the inspection. Licensee and its Affiliates shall willingly co‐operate and provide all such assistance in connection with such inspection as Philips or the auditor may require, including by providing an electronic copy of the records and access to any document, record or IT system the auditor considers necessary to perform the verification of the completeness and accuracy of the reporting by Licensee. The inspection shall be conducted at Philips’ own expense, except in case the audit establishes any discrepancy or error exceeding 3% (30three percent) days’ prior written notice from ROCHE, such of the royalties actually due. Any obligation of Licensee to bear the cost of the audit shall be conducted as an additional audit work during the ENSwithout prejudice to Licensee’s annual audit of the countries specifically requested by ROCHE, during regular business hours in such a manner as obligation to not unnecessarily interfere with ENS’s normal business activities, and shall be limited to results in the two (2) full calendar years prior to audit notification. Such audit shall not be performed more frequently than once per calendar year nor more frequently than once with respect to records covering any specific period of time. All information, * Portions of this document marked with **** have been omitted pursuant to a request for confidential treatment submitted with the SEC. data, documents and abstracts herein referred to shall be used only for the purpose of verifying royalty statements or compliance with this Agreement, shall be treated as ENS Confidential Information. Audit results shall be shared by and be binding upon the parties. If the audit reveals an overpayment, ROCHE shall promptly reimburse ENS for the amount of the overpayment. If the audit reveals an underpayment, ENS shall promptly make up for such underpaymentunderpayment and to any other claim or remedy as Philips may have under this Agreement or under the applicable law. If Failure by Licensee or its Affiliates to co‐operate with the audit reveals that inspection as set out in this Clause 3 shall constitute a material breach of this Agreement and, in the royalties owed by ENS event of such failure, Licensee shall be liable for the countries specifically requested and for any calendar year in total have been understated by more than 10% (ten), ENS shall, in addition, pay the reasonable costs of such additional audit work. The failure of ROCHE to request verification of any royalty calculation within the period during which corresponding records must be maintained will be deemed to be acceptance cost of the royalty reportinginspection and all costs and damages resulting from such failure. Further, such failure shall entitle Philips to terminate this Agreement.

Audit and Inspection. ENS 17.1 The Supplier shall permit the Customer and its Affiliatesrepresentatives and any regulatory authorities to inspect and audit the facilities and any equipment used in the performance of the Manufacture and/or supply of the Products, and any other processes associated with the Manufacture and/or supply of the Products. During such audits, the Supplier will provide full access to all documents, records, procedures and personnel as may be required for completion of the audit. Samples may also be taken for analysis. Such right of audit and inspection shall last during the Term and for a period of six (6) years following expiry or termination of this Agreement. 17.2 Any audit shall where possible be carried out within normal business hours and on provision of reasonable notice. 17.3 Where any audit also involves third party sub-licensees contractors of the Supplier, the Supplier shall procure an equivalent right of audit and marketing partner, if any, shall keep, full, true inspection. 17.4 The right to audit and accurate books of account containing all particulars that inspect under clause 17.1 may be necessary for the purpose of verifying Net Sales and Adjusted Gross Sales and calculating all royalties payable to ROCHE. Such books of accounts shall be kept at their principal place of business. ROCHE or its authorized independent public accountant has also include the right for inspection of information security systems used by the Supplier to engage, at its own expense, an independent public accountant perform the Manufacture and/or supply of international reputation the Products to perform, on behalf of ROCHE or its independent public accountant, an audit, conducted in accordance ensure compliance with international accounting and auditing standards (IAAS), of such books and records of ENS and its Affiliates, sub-licensees and marketing partners, if any, that are deemed necessary by ROCHE to report on Net Sales of Product for the period or periods requested by ROCHE and the correctness of any report or payments made under this AgreementApplicable Laws. Upon timely request and at least thirty (30) days’ prior written notice from ROCHE, Any such audit shall be conducted as an additional audit work during supervised by the ENS’s annual audit Supplier and the Customer and its representatives shall only be permitted access to those parts of the countries specifically requested information security systems used in the performance of the Manufacture and/or supply of the Products. Any inspections, checking, tests, approval or acceptance given on behalf of the Customer by ROCHEits employees, during regular business hours servants or agents in such a manner as relation to the Manufacture and/or supply of the Products shall not unnecessarily interfere with ENSrelieve the Supplier of its obligations assumed under this Agreement. 17.5 Any audits or inspections under this clause 17 shall be conducted at the Customer’s normal business activitiesexpense, provided that in the event that an audit or inspection reveals: 17.5.1 any overcharge equal to or in excess of 5% of the total Product Price for the period of the audit; or 17.5.2 any material breach of this Agreement by the Supplier, the Supplier shall bear the cost of the audit or inspection (and shall be limited to results in refund any applicable overcharge). 17.6 Where any breach of Applicable Laws is identified during any audit or inspection (whether carried out by or on behalf of the two (2) full calendar years prior to audit notification. Such audit shall not be performed more frequently than once per calendar year nor more frequently than once with respect to records covering Customer or by any specific period of time. All informationregulatory authority), * Portions of this document marked with **** have been omitted pursuant to a request for confidential treatment submitted with the SEC. data, documents and abstracts herein referred to shall be used only for the purpose of verifying royalty statements or compliance with this Agreement, shall be treated as ENS Confidential Information. Audit results shall be shared by and be binding upon the parties. If the audit reveals an overpayment, ROCHE Supplier shall promptly reimburse ENS correct such breach (in any event within any timescales set by a regulatory authority for correction) and shall confirm in writing to the amount of the overpayment. If the audit reveals an underpayment, ENS shall promptly make up Customer that such underpayment. If the audit reveals that the royalties owed by ENS for the countries specifically requested and for any calendar year in total have breach has been understated by more than 10% (ten), ENS shall, in addition, pay the reasonable costs of such additional audit work. The failure of ROCHE to request verification of any royalty calculation within the period during which corresponding records must be maintained will be deemed to be acceptance of the royalty reportingcorrected.

Audit and Inspection. ENS Lessor, at all reasonable times, through one or more agents, may inspect the Leased Premises and the work done or in progress thereon, and the production therefrom. Lessor, upon reasonable notice and at its expense, also may examine the books and records kept by Lessee in relation to the amount and character of the production from the Leased Premises and sale or disposition thereof, including without limitation contracts for sale of oil and gas and accounts arising from such sales. Lessee, on written request of Lessor, shall give Lessor and its Affiliatesagents access to, sub-licensees and marketing partneralso shall provide copies of logs of all ▇▇▇▇▇ drilled by Lessee on the Leased Premises. Lessor, if anyno more frequently than once each quarter, shall keep, full, true and accurate books of account containing all particulars that may be necessary for verify from the purpose of verifying Net Sales and Adjusted Gross Sales and calculating all royalties payable to ROCHE. Such books of accounts shall be kept at their principal place of business. ROCHE or its authorized independent public accountant has the right to engage, at its own expense, an independent public accountant of international reputation to perform, on behalf of ROCHE or its independent public accountant, an audit, conducted in accordance with international accounting and auditing standards (IAAS), of such books and records of ENS Lessee the prices received by Lessee for any oil or gas covered by this Lease which is sold on or from the Leased Premises, or used away from the Leased Premises or lands pooled therewith. Lessee shall promptly report to Lessor in writing any changes in the status of production or drilling operations that could affect the duration of this Lease. Lessor hereby agrees that it shall maintain all information acquired hereunder in the strictest confidence and shall not use such information for any purpose whatsoever except to verify Lessee's performance of its Affiliates, sub-licensees and marketing partners, if any, that are deemed necessary by ROCHE to report on Net Sales of Product for the period or periods requested by ROCHE and the correctness of any report or payments made obligation under this AgreementLease while the Lease remains in effect. Upon timely request Lessee agrees to provide Lessor access to or copies of all documents in its possession from time to time that relate to the exploration for or development of oil or gas from the Leased Premises, and at least thirty (30) days’ prior written notice from ROCHEcopies of all title commitments, title abstracts or documents affecting title to the Leased Premises. The term "document" shall include without limitation the following: Topographic maps, survey maps, site plans, land use maps, engineering data, feasibility studies, soil tests, water tests, governmental permits, permit applications, seismic data and interpretations thereof, drilling and geophysical well logs, drilling reports, hydrologic information, coal mining maps and reports, coal analysis, and coal core hole data. Lessor understands that except for data available to the public through recording or filing in governmental offices, such audit data is proprietary to Lessee. Lessee shall label any such documents reasonably believed by Lessee to be conducted proprietary and secret as an additional audit work during the ENS’s annual audit of the countries specifically requested by ROCHE, during regular business hours "confidential" and Lessor hereby agrees that it shall maintain all such information acquired hereunder in such confidence for a manner as to not unnecessarily interfere with ENS’s normal business activities, and shall be limited to results in the two (2) full calendar years prior to audit notification. Such audit shall not be performed more frequently than once per calendar year nor more frequently than once with respect to records covering any specific period of time. All information, * Portions three years after termination of this document marked with **** have been omitted pursuant to a request Lease and may use such information for confidential treatment submitted with the SEC. data, documents its own data base files and abstracts herein referred to shall be used only for the purpose of verifying royalty statements or compliance with this Agreement, shall be treated as ENS Confidential Information. Audit results shall be shared by and be binding upon the parties. If the audit reveals an overpayment, ROCHE shall promptly reimburse ENS for the amount of the overpayment. If the audit reveals an underpayment, ENS shall promptly make up such underpayment. If the audit reveals that the royalties owed by ENS for the countries specifically requested and for any calendar year in total have been understated by more than 10% (ten), ENS shall, in addition, pay the reasonable costs of such additional audit work. The failure of ROCHE to request verification of any royalty calculation within the period during which corresponding records must be maintained will be deemed to be acceptance of the royalty reportingengineering requirements but not otherwise.

Audit and Inspection. ENS 9.1 Licensee shall keep and maintain at its Affiliates, sub-licensees and marketing partner, if any, shall keep, full, true and accurate books of account containing all particulars that may be necessary for the purpose of verifying Net Sales and Adjusted Gross Sales and calculating all royalties payable to ROCHE. Such books of accounts shall be kept at their principal regular place of business. ROCHE or its authorized independent public accountant has the right to engage, at its own expense, an independent public accountant of international reputation to perform, on behalf of ROCHE or its independent public accountant, an audit, conducted in accordance with international accounting and auditing standards (IAAS), of such business complete books and records of ENS all transactions carried out by Licensee in connection with sales of Products and with this Agreement, including but not limited to accounting books and records, sales shipments, deduction and promotion ledgers, written policies and procedures, and general ledger entries (hereinafter collectively referred to as the “Records”). Licensee will keep an extract from its Affiliates, sub-licensees and marketing partners, if any, that are deemed necessary by ROCHE to report on Net Sales records showing gross sales of the Product for the period or periods requested by ROCHE and the correctness direct or allocated deductions applied in arriving at Net Sales. For purposes of any report or payments made under this Section 9.1 the Licensee’s principal place of business shall be deemed to be Geneva. 9.2 Licensee’s Records shall be subject to audit by Licensor during the full term of this Agreement and for three (3) years subsequent to the date of termination, as hereinafter provided. For the purpose of ensuring verification of compliance by Licensee with all requirements of this Agreement. Upon timely request , Licensor shall have the right to appoint an independent auditor, reasonably acceptable to Licensee, to inspect and audit the Records during regular business hours, provided that Licensor shall give to Licensee at least ten (10) days advance notice of its intention to do so. 9.3 If, further to such audit or inspection, Licensor should determine that the amount of royalties due was greater than the amount reported and/or paid by Licensee, Licensor shall promptly furnish to Licensee a copy of the examination report setting forth the amount of the deficiency, and showing, in reasonable detail, the basis upon which such deficiency was determined. Licensee shall promptly pay to Licensor a sum equal to the deficiency within thirty (30) days’ prior written notice days from ROCHEthe date the examination report was furnished to Licensee. If the amount of any underpayment is greater than five (5) percent, such then all actual costs of the independent audit shall be conducted as an additional audit work during the ENS’s annual audit of the countries specifically requested borne by ROCHELicensee; otherwise, during regular business hours in such a manner as to not unnecessarily interfere with ENS’s normal business activities, and costs shall be limited borne by Licensor. 9.4 In addition to results in the two (2) full calendar years prior to audit notification. Such audit shall not be performed more frequently than once per calendar year nor more frequently than once with respect to records covering any specific period of time. All information, * Portions of this document marked with **** have been omitted payments required pursuant to a request for confidential treatment submitted with Sections 9.3 or 9.4, if an audit or inspection carried out by Licensor and/or by an independent auditor pursuant to this Article IX determines that Licensee underpaid royalties to Licensor, Licensee shall also pay to Licensor interest on such royalty at the SEC. data, documents and abstracts herein referred to shall be used only for rate of twelve (12%) percent per annum from the purpose date such royalty was due until the date of verifying royalty statements or compliance with this Agreement, shall be treated as ENS Confidential Information. Audit results shall be shared by and be binding upon the parties. If the audit reveals an overpayment, ROCHE shall promptly reimburse ENS for the amount of the overpayment. If the audit reveals an underpayment, ENS shall promptly make up such underpayment. If the audit reveals that the royalties owed by ENS for the countries specifically requested and for any calendar year in total have been understated by more than 10% (ten), ENS shall, in addition, pay the reasonable costs of such additional audit work. The failure of ROCHE to request verification of any royalty calculation within the period during which corresponding records must be maintained will be deemed to be acceptance of the royalty reportingactual payment.