Common use of Audit Clause in Contracts

Audit. Licensee shall keep and maintain complete and accurate books of account and records at its principal place of business in connection with each of the Included Programs and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During the Term and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor shall have the right during Licensee’s business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunder. Under no circumstances shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the Accountant.

Audit. Licensee shall keep and maintain during the Term and one year thereafter complete and accurate books of account and records for the number of Authorized Subscribers during the Term at its principal place of business in connection with each of the Included Programs and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 Section 17 of this ScheduleAgreement. During the Term Upon ten (10) business days’ notice, and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month periodper calendar year, Licensor shall have the right during Licensee’s business hours to have an Accountant to a nationally recognized auditor audit and check (but not copy) at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licenseebusiness, Licensee’s books and such records pertaining solely to for the then-current year and the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunder. Under no circumstances shall The exercise by Licensor of any right to audit or the Accountant have acceptance by Licensor of any statement or payment, whether or not the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes subject of comparison or otherwise. The Accountant an audit, shall not bar Licensor from thereafter asserting a claim for any balance due, and Licensee shall remain fully liable for any balance due under the terms of this Agreement. Ifprior year. Such audit shall be engaged on conducted in a contingency fee basismanner that does not unreasonably interrupt Comcast’s normal business and shall last no longer than 30 days. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver shall provide the results of such audit to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion completion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If if an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, and upon agreement of the parties and execution and delivery by Licensor of a release that is acceptable to Licensee, Licensee shall immediately immediatelypromptly pay the amount of underpayment, plus interest thereon from the date such payment was originally due at a rate equal to the lesser of one hundred ten percent (110%) of the Prime Rate and the maximum rate permitted by applicable law. If such error is in excess of 10% five percent (5%) of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees duedue plus interest in accordance with the previous sentence, reimburse pay to Licensor for (i) the reasonable third party reasonable, out-of-pocket costs and expenses incurred by Licensor for in connection with any audit conducted such audit, and (ii) reasonable attorneys fees actually incurred by Licensor in enforcing the Accountantcollection thereof. In the event that the rate of interest set forth in this Section exceeds the maximum permitted legal interest rate, such rate shall be automatically reduced to the maximum permitted legal interest rate, and all other terms and conditions of this Agreement shall remain in full force and effect.

Audit. During the Term, and for a period of twenty-four (24) months thereafter, Licensor’s authorized independent representatives may, during regular business hours and upon reasonable advance written notice of at least twenty (20) Business Days to Licensee, audit such books and records of Licensee as are reasonably necessary to verify the accuracy of payments made to Licensor under this Agreement. Licensor’s representative shall be a third party independent nationally recognized cable audit, law or accounting firm designated by Licensor and approved by Licensee, such approval not to be unreasonably withheld, and such cable, audit, law or accounting firm and/or the individuals involved shall have executed appropriate confidentiality agreements in a form reasonably designated by Licensee prior to the commencement of an audit. Any such audit shall be at Licensor’s sole cost and expense. Licensor may not audit more than one time per year during the Term or more than one time after the expiration of the Term (and, so long as Licensee is promptly responding to the auditor’s reasonable requests for documents and information, no such audit shall continue for more than 45 calendar days), and any such audited information shall be subject to Section 17 of these Standard Terms and any such audit shall be conducted only during reasonable business hours and in such a manner as not unreasonably to interfere with the normal business activities of Licensee. Commencing as of the Effective Date, each audit shall be limited to the two Term Years prior to the then-current Term Year (it being understood that accounting statements covering periods prior to the Effective Date shall be governed by the Prior Agreement). Licensee shall keep and maintain complete and accurate books of account and records in connection with each Included Program. Licensee shall maintain such records with respect to each Included Program at its principal place of business in connection with each of the Included Programs and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During the Term and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor shall have the right during Licensee’s business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period not of four (4) years from the date of Licensee’s first exhibition of the particular Included Program. The acceptance by Licensor of any statement or payment shall be without prejudice to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents and information), and at any of Licensor’s sole expense, as necessary for the purpose of verifying the amounts due rights or remedies and shall not bar Licensor from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to thereafter disputing the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid any such payment or payable hereunder. Under no circumstances shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential informationstatement, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in shall remain fully liable for any examination balance due under the terms of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statementthis Agreement. If Licensor shall so examine audit Licensee’s books and records, then Licensor shall, within six (6) 6 months of the conclusion of such audit, inform Licensee Licensee, in writing of any claim resulting therefromtherefrom (including a true copy of the auditor’s report), and, except for the claims set forth in such notice, all statements rendered by Licensee with respect to the period covered by such audit and any prior period shall be conclusive and binding on the parties and not subject to further audit. Notwithstanding anything to the contrary contained herein, no provision herein shall limit Licensor’s rights at law in the event that Licensee shall have concealed information from or provided false information or failed to make available all pertinent information requested by Licensor’s auditors. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject commence an action or proceeding with respect to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee such claim within twenty-four twenty (2420) months after of the date rendered, andcommencement of any audit hereunder or shall forever be barred from bringing same. Licensor may not commence a new audit until all prior audits have been closed (i.e., after such written objection, unless suit is instituted within thirty-six (36) months after delivery of the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licenseenotice of the auditor’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigationfindings). If an examination establishes an error in Licensee’s computation of license fees the sums due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due Licensor for the period covered by such audit, which error is in excess of 5% of the sums due to Licensor for such period (and provided that such error is either acknowledged by Licensee shallor confirmed by a final non-appealable order of a court of competent jurisdiction), then Licensee shall pay to Licensor, in addition to making immediate payment of the additional license fees duesums due to Licensor, reimburse Licensor for (i) interest on such additional sums computed at the best rate charged by Licensor’s principal bank to its best customers, as the same may vary from time to time, and (ii) the reasonable third party direct out-of-pocket costs and expenses incurred of such examination (but only to the extent that such sums are actually paid by Licensor to outside auditors, it being expressly understood that Licensee shall not be responsible for any audit conducted by portion of Licensor’s inside costs in connection with such claims); provided, however, that in no event shall the Accountantadditional sums so paid exceed the amount of the error.

Audit. During the Term and for two years thereafter, Licensee shall keep and maintain complete and accurate books of account and records at its principal place of business in connection with each of the Included Programs and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During the Term such record retention period, upon thirty (30) business days’ notice, and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month periodper calendar year, Licensor shall have the right during Licensee’s business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licenseebusiness, Licensee’s books and records records, including relevant electronic data and systems data, pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunder. Under no circumstances shall The exercise by Licensor of any right to audit or the Accountant have acceptance by Licensor of any statement or payment, whether or not the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes subject of comparison or otherwise. The Accountant an audit, shall not be engaged on bar Licensor from thereafter asserting a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential informationclaim for any balance due, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in shall remain fully liable for any examination balance due under the terms of Licensee’s books and records. this Agreement, provided that Licensor may only make such an examination for a audit any particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigationrecord once. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of any underpayment. If the underpayment is in excess of five percent (5%) of the license fees for the period covered by such audit, Licensee shall pay interest thereon from the date such payment was originally due at a rate equal to the lesser of one hundred ten percent (110%) of the Prime Rate and the maximum rate permitted by applicable law. If such error is in excess of ten percent (10% %) of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees duedue plus interest in accordance with the previous sentence, reimburse pay to Licensor for (i) the reasonable third party reasonable, out-of-pocket costs and expenses incurred by Licensor for in connection with any audit conducted such audit, and (ii) reasonable outside attorneys fees actually incurred by Licensor in enforcing the Accountantcollection thereof. In the event that the rate of interest set forth in this Section exceeds the maximum permitted legal interest rate, such rate shall be automatically reduced to the maximum permitted legal interest rate, and all other terms and conditions of this Agreement shall remain in full force and effect.

Audit. (a) Muzak or its representatives may, upon giving Licensee 30 days' (or 10 days' in the case of an audit following a request for Muzak's consent to a transfer under Article XII hereof) written notice, enter the premises of Licensee (and of any person doing business [an "affiliated person"] controlling, controlled by or under common control with Licensee) during normal business hours for inspection and audit of the business and records of Licensee and of such affiliated person, provided that such inspection and audit shall be no more extensive than is required to verify that none of Licensee's or such affiliated person's revenues should have been reported as Gross ▇▇▇▇▇▇▇▇ or as charges for Recorded Media and Adjunct Services and that Licensee's payments to Muzak have been properly computed in accordance with the provisions of Article VI of this Agreement. Licensee shall keep cooperate with any such inspection and maintain complete audit. Muzak shall not assess Licensee for amounts found, as a result of such audit, to be owing hereunder if such amounts derive from a reporting period that ended more than two years prior to the date such audit commenced, provided that Licensee has not knowingly maintained false books or records, or knowingly submitted false reports to Muzak. (b) During any audit hereunder, Muzak or its representatives (at Muzak's cost and accurate expense) may make mechanical copies of only those books of account and records at its principal place of business in connection with each Licensee that are necessary for the verification of Licensee's statements and accountings to Muzak and were physically examined as part of the Included Programs audit. Muzak shall take reasonable precautions to safeguard the confidentiality of such copies and pertaining to Licensee’s compliance with shall destroy any such copies upon the terms hereof, including, without limitation, copies mutually-confirmed completion of the statements referred to in Article 16 of this Schedule. During the Term and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor shall have the right during Licensee’s business hours to have an Accountant to audit and check at payment in full of any royalties and other charges determined to be owing to Muzak as a result of the audit. Nothing contained herein shall be construed as in any way limiting Muzak's right manually to copy or make abstracts of Licensee’s principal place 's or any affiliated person's books and records or to make any notes or the like whatsoever; provided, however, that such manual copies or abstracts (and any copies thereof) shall be destroyed upon the mutually- confirmed completion of business upon no less than the audit. (c) In the event that any audit conducted by or on behalf of Muzak results in a determination that there has been either an underpayment or overpayment of the amounts due Muzak hereunder, then within 30 days after such determination, Licensee or Muzak, as the case may be, shall pay to the other the amount of such underpayment or overpayment; provided, however, that in the event that Licensee disputes the results of any such audit, the parties shall attempt to resolve the matter by conducting a new audit under the joint supervision of their respective independent certified public accountants. In the event that such new audit resolves the dispute, the cost of each party's independent certified public accountants shall be borne by the respective party. In the event that such new audit fails to resolve the dispute, the matter shall be resolved by arbitration under the rules of the American Arbitration Association, and the losing party shall pay both parties' entire costs of the second audit. (d) If it is determined as a result of an audit that there has been an underpayment of seventeen percent (17%) or more of the amounts due Muzak for any given calendar year, Licensee shall pay to Muzak, within thirty (30) days advance written notice after such determination and in addition to all other amounts due under this Agreement, a penalty equal to fifteen percent (15%) of the underpayment for that year. The foregoing remedies shall be in addition to any other remedies Muzak may have for such underpayment. (e) Muzak and Licensee shall confirm, at the conclusion of the audit and following payment of any monies found owing as a period result of the audit, that such audit has been completed and that the periods audited shall not to exceed fourteen (14) days (provided be audited again absent a showing that Licensee is promptly responding to the Accountant’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s knowingly maintained false books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunder. Under no circumstances shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the Accountantperiod.

Audit. Licensee RFSP (or RFSP’s designee) shall keep and maintain complete and accurate books have the right, from time to time at reasonable times during normal business hours through an independent certified accountant, to examine the records of account and records at its principal place of business in connection with each of the Included Programs and pertaining to Licensee’s compliance with the terms hereofPharmasset, including, without limitation, copies sales invoice registers, sales analysis reports, original invoices, inventory records, price lists, sublicense and distributor agreements, accounting general ledgers, and sales tax returns, in order to verify the calculation of the statements referred to in Article 16 of this Scheduleany Royalties or other payments. During the Term Such examination and for up to twenty-four (24) months thereafter, but no verification procedures shall not occur more than once during any each twelve (12) month period, Licensor shall have period during the right during Licensee’s business hours Term and the twelve (12) month period immediately following termination of this Agreement. Before permitting such independent certified accountant to have access to such books and records, Pharmasset may require that such independent certified accountant sign a confidentiality agreement (in form and substance reasonably acceptable to Pharmasset) as to any confidential information which is to be provided to such independent certified accountant or to which such independent certified accountant will have access, while conducting the examination and verification under this Section 5.8. The independent certified accountant will prepare and provide to each Party a written report stating whether the royalty reports submitted and Royalties paid are correct or incorrect and the details concerning any discrepancies which report and amounts owed shall be final and binding upon the Parties. Such independent certified accountant may not reveal to RFSP (or its designee) any Confidential Information learned in the course of such examination and verification other than the amount of any such discrepancies. In the event there was an Accountant to audit and check at Licensee’s principal place of business upon underpayment by Pharmasset hereunder, Pharmasset shall promptly (but in no less event later than thirty (30) days advance written notice for a period not after RFSP’s receipt of the independent certified accountant’s report) pay to exceed fourteen RFSP the shortfall amount. In the event there was an overpayment by Pharmasset hereunder, RFSP shall promptly (14but in no event later than thirty (30) days after RFSP’s receipt of the independent certified accountant’s report) refund to Pharmasset or credit to future Royalties, at RFSP’s option, the excess amount. RFSP (provided or its designee) shall be responsible for the fees and expenses of performing such examination and verification, provided, however, that Licensee is promptly responding to the Accountant’s reasonable requests for documents if such examination and informationverification reveals an underpayment by Pharmasset of more than five percent (5%), and at Licensor’s sole expenseor any overpayment, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunderany quarter examined, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunder. Under no circumstances shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor Pharmasset shall be deemed to have consented to all accountings rendered by Licensee hereunder, responsible for such fees and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the Accountantexpenses.

Audit. Licensee Subject to the confidentiality requirements set forth in Section 7.1 of this Franchise, Franchisee shall keep be responsible for making available to the LFA for inspection and maintain complete audit, all records necessary to confirm the accurate payment of Franchise Fees and accurate books of account and the ▇▇▇ ▇▇▇▇▇, whether the records at its principal place are held by the Franchisee or an Affiliate, including records received in the ordinary course of business in connection with each of the Included Programs and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During the Term and for up to twenty-four (24) months thereafter, but no more than once during from any twelve (12) month period, Licensor shall have the right during Licensee’s business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided entity that Licensee is promptly responding collects or receives funds related to the AccountantFranchisee’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for Cable Services operation in the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely LFA subject to the accuracy payment of Franchise Fees under this Agreement (e.g., any entity that sells advertising on the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunderFranchisee’s behalf). Under no circumstances Franchisee shall Licensor or the Accountant have the right to examine maintain such records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months years, provided that, if the LFA commences an audit within that six (6) year period, Franchisee shall continue to maintain such records for the duration of any audit in progress at the end of that six (6) year period. The LFA shall conduct all audits expeditiously, and neither the LFA nor Franchisee shall unreasonably delay the completion of an audit. The LFA’s audit expenses shall be borne by the LFA unless the audit determines that the payment to the LFA should be increased by five percent (5%) or more in the audited period, in which case the reasonable, documented out of pocket costs of the conclusion audit, together with any additional amounts due to the LFA as a result of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed paid by Franchisee to have consented the LFA within sixty (60) days following written notice to all accountings rendered Franchisee by Licensee hereunderthe LFA of the underpayment, and said accountings which notice shall be binding upon Licensor and include a copy of the audit report; provided, however, that Franchisee’s obligation to pay or reimburse the LFA’s audit expenses shall not exceed SEVEN THOUSAND FIVE HUNDRED DOLLARS ($7,500). If re-computation results in additional revenue to be paid to the LFA, such amount shall be subject to any objection by Licensor for any reason unless specific objectionsinterest charges computed from the due date, in writing, stating at the basis thereof, are given to Licensee within twentythen-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions current rate set forth in Section 5004 of the New York Civil Practice Law and Rules (which as of the date of execution of this Article 25 except in Agreement is nine percent (9%) per annum) per annum during the case of court-ordered discovery in the event of litigationperiod such unpaid amount is owed. If the audit determines that there has been an examination establishes overpayment by Franchisee, the Franchisee may credit any overpayment against its next quarterly payment. Said audit shall be conducted by an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable independent third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted no auditor so employed by the AccountantLFA shall be compensated on a success based formula, e.g., payment based on a percentage of an underpayment, if any. The LFA shall not conduct an audit more frequently than once every three (3) years.

Audit. Licensee a) Ligand shall keep and maintain complete and accurate books of account and records at its principal place of business in connection with each of the Included Programs and pertaining make reasonable efforts to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During the Term and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor shall have the right during Licensee’s business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to confirm the accuracy of the statements milestone and royalty reports it receives from GSK in connection with sales of Eltrombopag, other financial Products or Combination Products under the GSK Agreement, and LGD-4665 [***]. To the extent that any underpayments by GSK are found as a result of Ligand’s review, [***] Ligand shall pay Rockefeller its share of the underpayments, calculated pursuant to Sections 1.3, 1.4 and 1.5 of this Settlement Agreement. b) Ligand shall maintain for not less than [***] ([***]) years from the date of creation, complete and accurate Financial Records and information delivered relating to Licensor sales of Eltrombopag, other Products or Combination Products under the GSK Agreement, and LGD-4665. Upon written request by Licensee Rockefeller, not more than once in a calendar year and at Rockefeller’s expense, Rockefeller shall be entitled and Ligand shall permit an independent certified accountant selected by Rockefeller and reasonably acceptable to Ligand to have access during normal business hours to those Financial Records and such other information that the auditor determines may be reasonably necessary to verify the accuracy of the quarterly royalty reports provided to Rockefeller under Section 1.7 and the calculations therein, provided that such access shall be limited to prevent the disclosure of any third party confidential information. Ligand will use diligent efforts to confirm with respect GSK that any of its relevant confidential information can be provided to Rockefeller and its independent certified accountant. The independent certified accountant shall disclose to Rockefeller whether the Licensed Content quarterly royalty reports are correct or not and specify whether the amounts paid to Rockefeller pursuant thereto were correct or, if incorrect, the amount of any discrepancy. If the independent certified accountant’s report shows any underpayment, Ligand shall pay the amount of the license fees paid or payable hereunder. Under no circumstances shall Licensor or underpayment to Rockefeller within 30 days after Rockefeller delivers to Ligand its independent certified accountant’s written report indicating the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess underpayment exceeds [***] percent ([***]%) of 10% of such license fees due the total amount owed for the period covered by such auditcalendar year then being audited, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor Ligand will pay for the reasonable third party out-of-pocket costs and necessary fees and expenses incurred by Licensor for any audit conducted by of such independent certified accountant performing the Accountantaudit, subject to reasonable substantiation thereof.

Audit. Licensee shall keep and maintain complete and accurate books of account and records at its principal place of business in connection with each of the Included Programs and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During the Term and for up to twenty-four Upon thirty (2430) months thereafter, but no more than once during any twelve (12) month periodBusiness Days notice, Licensor or its designee, which shall be a nationally recognized independent auditor not compensated on a contingency fee basis, shall have the right during Licensee’s business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees License Fees paid or payable hereunder. Under no circumstances shall The exercise by Licensor of any right to audit or the Accountant have acceptance by Licensor of any statement or payment, whether or not the right to examine records relating subject of an audit, shall not bar Licensor from thereafter asserting a claim for any balance due, and Licensee shall remain fully liable for any balance due under the terms of this Agreement. Such audit shall be subject to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant reasonable security and confidentiality requirements, and shall not be engaged on occur during the first or last three (3) weeks of a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statementcalendar quarter. If the audit shows an underpayment, Licensee shall pay the underpaid amount to Licensor shall so examine Licensee’s books and records, then Licensor shall, within six thirty (630) months of days after the conclusion of such the audit. If the audit shows an overpayment, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating pay the basis thereof, are given overpaid amount to Licensee within twenty-four thirty (2430) months days after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after conclusion of the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigationaudit. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If any such error underpayment is in excess of ten percent (10% %) of such license fees License Fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees dueLicense Fees due plus interest in accordance with the previous sentence, reimburse pay to Licensor for (i) the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted and (ii) reasonable attorneys’ fees incurred by Licensor in enforcing the Accountantcollection thereof.

Audit. Licensee NeoPharm and any Licensor shall keep and maintain complete and accurate books each have the right for a period of account and records five (5) years after receiving any report, statement or payment with respect to Net Sales or Royalties, to obtain, at its principal expense, from an accountant or auditor selected by NeoPharm and agreed by NK an audit of all relevant records of NK to verify such report, statement or payment. NK shall make its records available for inspection by such accountant or auditor during regular business hours at such place of business in connection with each or places where such records are customarily kept, upon reasonable notice from NeoPharm or any Licensor, to the extent reasonably necessary to verify the accuracy of the Included Programs reports and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedulepayments. During the Term and for up to twenty-four (24) months thereafter, but no Neither NeoPharm nor any Licensor may exercise its inspection right more than once during in any twelve (12) month calendar year, nor more than once with respect to sales in any given period, Licensor unless a subsequent inspection reveals discrepancies which may have also occurred during such period. Such accountant or auditor shall have the right during Licensee’s business hours report to have an Accountant to audit and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for NeoPharm, or a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereundercase may be, and in such a manner only as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy of the statements Net Sales computation and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunder. Under no circumstances shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statementRoyalty payments. If Licensor shall so examine Licensee’s books and recordsthe audit shows that NK has underpaid any Royalties by five percent (5%) or more, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered by such the audit, Licensee NK shall, in addition to making immediate promptly remitting to NeoPharm the amount of underpayment, (i) pay for the cost of such audit and (ii) pay interest to NeoPharm at a per annum rate equal to three percent (3%) above London Inter Bank, Offered Rate (LIBOR), as in effect on the date of such determination, on such underpayment from the date such amounts were accrued until the date such amounts are paid. In the event the audit shows that NK has overpaid any Royalties due to NeoPharm hereunder, NK shall be allowed to deduct the amount of such overpayment from the next Royalty payment due to NeoPharm. Such accountant or auditor must agree to hold in strict confidence all information concerning Royalty payments and reports, and all information learned in the course of any audit or inspection, except to the extent necessary for such entity to reveal such information in order to allow NeoPharm to enforce its rights under this Agreement, perform its obligations to any Licensor(s), or disclosure is required by law. The failure of NeoPharm to request verification of any report, statement or payment during the five (5) year period shall be considered acceptance of the additional license fees dueaccuracy of such report, reimburse Licensor for and NK shall have no obligation to maintain records pertaining to such report, statement or payment beyond the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by five (5) year period. The results of the Accountantinspection shall be binding on both Parties.

Audit. Licensee shall keep maintain current, accurate and maintain complete and accurate books of account and records at its principal place of business in connection with each of regarding the Included Programs Database and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During use thereof during the Term and for up a minimum of six (6) years following termination or expiration of this Agreement. At any time during the Term, and thereafter for a period of three (3) years, Licensor or its designees may examine, inspect and audit such books and records and any source documents pertaining thereto for the purpose of verifying Licensee's compliance with this Agreement. Such examination, inspection or audit shall take place during normal business hours upon not less than two (2) days' prior notice. Licensor may, during the course of such audit, make such copies and extracts of Licensee's books and records as Licensor may deem appropriate to twenty-four the extent they relate to the Database, use thereof, calculation of the License Fee or compliance with this Agreement. Licensee agrees to fully cooperate, and cause its employees and agents to fully cooperate, with Licensor and/or its designees in the conduct of such audit. In the event that after such audit, Licensor disputes any calculation of the License Fee (24the "Disputed Amount") months thereafter, but no more than once during any twelve (12) month periodpreviously made by Licensee, Licensor shall have deliver a written notice of such dispute to Licensee (the right during Licensee’s business hours "Dispute Notice"). If Licensor and Licensee are unable to have an Accountant to audit and check at Licensee’s principal place of business upon no less than resolve such dispute within thirty (30) days advance written notice following the delivery of the Dispute Notice, Licensor and Licensee shall immediately submit the dispute for resolution to a period not nationally recognized public accounting firm to exceed fourteen be mutually agreed upon by Licensor and Licensee (14) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents and information"Accounting Firm"), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere . In connection with the resolution of any such dispute, the Accounting Firm shall have reasonable access during normal business activities hours to all of Licensee's books, Licensee’s books records, facilities and records pertaining solely personnel reasonably necessary to the accuracy perform its functions hereunder. The decision of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunder. Under no circumstances shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or Accounting Firm with respect to any other content for purposes of comparison or otherwisesuch dispute shall be final, conclusive and binding upon the parties. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges If the Accounting Firm determines that Licensee’s 's calculation of the License Fee is understated, then Licensee shall pay to Licensor such understated amount (the "Adjusted-Amount-') within fifteen (15) days of the Accounting Firm's determination. If the Accounting Firm determines that Licensee's calculation of the License Fee is understated by more than the lesser of (i) $5,000 and (ii) five percent (5%) of the Disputed Amount, then, in, addition to the Adjusted Amount, Licensee shall pay the entire cost of the Accounting Firm's engagement and the costs of Licensee's inspection of the books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to of Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination simultaneously with the payment of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statementAdjusted Amount. If Licensor shall so examine the Accounting Firm determines that Licensee’s books 's calculation of License Fee is understated by more than the lesser of (i) $10,000 and records(ii) ten percent (10%) of the Disputed Amount, then Licensor shall, within six (6x) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shallto Licensor, in addition to making immediate payment of the additional license fees dueAdjusted Amount, reimburse Licensor for a penalty equal to ten (10) times the reasonable third party out-of-pocket Adjusted Amount along with the costs and expenses incurred set forth in the preceding sentence. In all other events, the cost of the Accounting Firm's engagement and the costs of Licensor' inspection of the books and records of Licensee shall be borne by Licensor. Nothing in this Section 17 will be construed as prohibiting Licensor from pursuing any other remedies available to it for any audit conducted by breach of this Agreement, including the Accountantrecovery of money damages.

Audit. Licensee shall The Parties agree to keep and maintain complete full and accurate books of account and records at its principal place setting forth in reasonable detail the payments payable to the other Party hereunder, or Glass Product Expenses to be recorded hereunder, and the calculation thereof. Each Party (the “AUDITING PARTY”) shall have the right to appoint an internationally recognized accounting firm (but not the Auditing Party’s accounting firm) reasonably acceptable to the other Party (the “INDEPENDENT AUDITOR”) to audit the financial books and records that the other Party (the “AUDITED PARTY”) is expressly required to keep under this Agreement with respect to payments owed to the Auditing Party, or Glass Product Expenses to be recorded, under this Agreement (the “RELEVANT BOOKS AND RECORDS”). The Audited Party may require the Independent Auditor, prior to any such audit, to agree to reasonable confidentiality restrictions and the Independent Auditor shall (i) treat as confidential information of business the Audited Party all information obtained in connection with each such audit and (ii) not disclose the same to the Auditing Party or others, except that the Independent Auditor may disclose to the Auditing Party only whether the audit revealed an underpayment, or an inaccuracy with respect to Glass Product Expenses, and the amount of such underpayment or inaccuracy, if any. An audit shall be permitted only upon at least thirty (30) days’ prior written notice to the Included Programs Audited Party, and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During the Term and for up to twenty-four (24) months thereafter, but no event more than once during any twelve calendar year (12unless an audit in any calendar year revealed an underpayment, in which case the Auditing Party may conduct one (1) month period, Licensor additional audit in such calendar year). The Independent Auditor shall have conduct the right audit during Licensee’s normal business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents and information), and at Licensor’s sole expense, solely as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to confirm the accuracy of the statements Relevant Books and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunder. Under no circumstances shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwiseRecords. The Accountant shall Independent Auditor may not be engaged paid on a contingency fee basisbasis and shall provide its report simultaneously to both Parties. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor The Auditing Party shall be deemed to have consented to solely liable for all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any accrued in connection with such audit. In the event the audit conducted reveals an underpayment or inaccuracy, *** - indicates material omitted pursuant to a confidential treatment request and filed separately with the Securities and Exchange Commission. prompt adjustment of all unpaid amounts owed under this Agreement shall be made by the AccountantAudited Party, provided that nothing contained herein is intended to waive or limit the Audited Party’s right to contest the accuracy of any finding of the Independent Auditor.

Audit. Licensee (a) Licensor’s Audit Rights. (i) Licensor, through its outside auditor, which shall keep be subject to STE’s approval (with STE hereby pre-approving the so-called “Big 4” accounting firms and maintain complete and accurate books any non-affiliated entity that is at the time of account and records at its principal place of business in connection with each of the Included Programs and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During the Term and an audit permitted hereunder providing audit services for up to twenty-four (24Licensor) months thereafter, but no more than once during any twelve (12) month period, Licensor shall have the right during Licensee’s business hours to have an Accountant to inspect and audit and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, LicenseeSTE’s books and records pertaining solely required to verify information relevant to, and to determine whether STE is in compliance with, this Amended & Restated Amendment, including, but not limited to, Sections 2(b)(v) and 2(c)(vii) (“Licensor MFN Provisions”), Section 2(c) and Section 6. The parties acknowledge that STE shall not be required to disclose any documents subject to attorney/client privilege or other evidentiary legal privilege to Licensor in the accuracy course of the statements and other financial information such audit. Licensor may elect to conduct such audit (A) at any time within five business days after receipt of a notice delivered to Licensor in accordance with a the applicable Licensor MFN Provisions and (B) no more than one time during any Year and such audits shall not cover time periods previously audited except to review additional information not available at the time of such prior audit. Any audit shall be conducted at STE’s home office and shall be made by Licensee such person or persons Licensor shall designate in accordance with respect the first sentence of this Section 28(a)(i) (“Approved Licensor Auditor”) during reasonable business hours upon reasonable prior notice and shall not last on-site for more than 20 consecutive business days, provided STE and its affiliates have supplied within a reasonable period of time all information necessary to conduct standard auditing procedures. (ii) Additionally, any audit performed as a result of Licensor’s exercise of its rights under Section 28(a)(i)(A) above shall be subject to the Licensed Content and following conditions: (1) prior to performing such audit, the amount of the license fees paid or payable hereunder. Under no circumstances Approved Licensor Auditor shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee enter into a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon with Licensor and STE, pursuant to which the Approved Licensor Auditor shall agree to not be subject disclose any information to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions conditions set forth in this Article 25 except in herein; (2) if the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included ProgramsApproved Licensor Auditor determines, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered by following such audit, Licensee shallthat Licensor’s rights under the applicable Licensor MFN Provision(s) have not been triggered, the Approved Licensor Auditor shall so inform Licensor and STE and no other information shall be provided to Licensor in addition respect of such audit; (3) if the Approved Licensor Auditor believes, following such audit, that Licensor’s rights under the applicable Licensor MFN Provision(s) have been triggered, the Approved Licensor Auditor shall so inform only STE, and the Approved Licensor Auditor and STE shall attempt to making immediate payment resolve such apparent trigger; (4) if the Approved Licensor Auditor and STE, after discussions, determine that Licensor’s rights under the applicable Licensor MFN Provision(s) have not been triggered, the Approved Licensor Auditor shall so inform Licensor and STE and no other information shall be provided to Licensor; (5) if the Approved Licensor Auditor and STE, after discussions, either determine that Licensor’s rights under the applicable Licensor MFN Provision(s) have been triggered or are unable to agree as to whether Licensor’s rights under the applicable Licensor MFN Provision(s) have been triggered, the Approved Licensor Auditor shall provide to Licensor only such information as directly pertains to such trigger and the exercise of Licensor’s rights under the additional license fees dueapplicable Licensor MFN Provision(s). For the purposes of clarification, reimburse no audit performed under this Section shall relieve STE of its obligation to continue to provide notices to Licensor for under the reasonable third party out-of-pocket costs Licensor MFN Provision(s) if and expenses incurred by Licensor for any audit conducted by the Accountantwhen appropriate.

Audit. (a) Muzak or its representatives may, upon giving Licensee 30 days' (or 10 days' in the case of an audit following a request for Muzak's consent to a transfer under Article XII hereof) written notice, enter the premises of Licensee (and of any person doing business [an "affiliated person"] controlling, controlled by or under common control with Licensee) during normal business hours for inspection and audit of the business and records of Licensee and of such affiliated person, provided that such inspection and audit shall be no more extensive than is required to verify that none of Licensee's or such affiliated person's revenues should have been reported as Gross ▇▇▇▇▇▇▇▇ or as charges for Recorded Media and Adjunct Services and that Licensee's payments to Muzak have been properly computed in accordance with the provisions of Article VI of this Agreement. Licensee shall keep cooperate with any such inspection and maintain complete audit. Muzak shall not assess Licensee for amounts found, as a result of such audit, to be owing hereunder if such amounts derive from a reporting period that ended more than two years prior to the date such audit commenced, provided that Licensee has not knowingly maintained false books or records, or knowingly submitted false reports to Muzak. (b) During any audit hereunder, Muzak or its representatives (at Muzak's cost and accurate expense) may make mechanical copies of only those books of account and records at its principal place of business in connection with each Licensee that are necessary for the verification of Licensee's statements and accountings to Muzak and were physically examined as part of the Included Programs audit. Muzak shall take reasonable precautions to safeguard the confidentiality of such copies and pertaining to Licensee’s compliance with shall destroy any such copies upon the terms hereof, including, without limitation, copies mutually-confirmed completion of the statements referred to in Article 16 of this Schedule. During the Term and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor shall have the right during Licensee’s business hours to have an Accountant to audit and check at payment in full of any royalties and other charges determined to be owing to Muzak as a result of the audit. Nothing contained herein shall be construed as in any way limiting Muzak's right manually to copy or make abstracts of Licensee’s principal place 's or any affiliated person's books and records or to make any notes or the like whatsoever; provided, however, that such manual copies or abstracts (and any copies thereof) shall be destroyed upon the mutually- confirmed completion of business upon no less than the audit. (c) In the event that any audit conducted by or on behalf of Muzak results in a determination that there has been either an underpayment or overpayment of the amounts due Muzak hereunder, then within 30 days after such determination, Licensee or Muzak, as the case may be, shall pay to the other the amount of such underpayment or overpayment; provided, however, that in the event that Licensee disputes the results of any such audit, the parties shall attempt to resolve the matter by conducting a new audit under the joint supervision of their respective independent certified public accountants. In the event that such new audit resolves the dispute, the cost of each party's independent certified public accountants shall be borne by the respective party. In the event that such new audit fails to resolve the dispute, the matter shall be resolved by arbitration under the rules of the American Arbitration Association, and the losing party shall pay both parties' entire costs of the second audit. (d) If it is determined as a result of an audit that there has been an underpayment of seventeen percent (l7%) or more of the amounts due Muzak for any given calendar year, Licensee shall pay to Muzak, within thirty (30) days advance written notice after such determination and in addition to all other amounts due under this Agreement, a penalty equal to fifteen percent (15%) of the underpayment for that year. The foregoing remedies shall be in addition to any other remedies Muzak may have for such underpayment. (e) Muzak and Licensee shall confirm, at the conclusion of the audit and following payment of any monies found owing as a period result of the audit, that such audit has been completed and that the periods audited shall not to exceed fourteen (14) days (provided be audited again absent a showing that Licensee is promptly responding to the Accountant’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s knowingly maintained false books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunder. Under no circumstances shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the Accountantperiod.

Audit. Licensee Supplier shall keep and maintain complete and accurate books of account and records at its principal place of business in connection with each of the Included Programs and pertaining appropriate documentation necessary to Licenseedemonstrate Supplier’s compliance with this Agreement and as otherwise necessary to comply with applicable Law. At any time during and within three (3) years following the terms term hereof, includingupon reasonable notice and during normal business hours, without limitation, copies of the statements referred to in Article 16 of this Schedule. During the Term and for up to twentyPurchaser or its third-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor shall party designee will have the right during Licensee’s business hours to have an Accountant to audit Supplier’s books, records, documents, reports and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period not other materials related to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary this Agreement for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere its compliance with the normal business activities terms of Licensee, Licensee’s books and records pertaining solely this Agreement In the event an audit discloses credits or payments due to the accuracy of the statements and other financial information delivered to Licensor by Licensee Purchaser or its affiliate hereunder with respect to the Licensed Content and the amount of the license fees paid audit period, Supplier shall reimburse Purchaser or payable hereundersuch affiliate, as applicable, for such credits or payments. Under no circumstances Supplier shall Licensor also reimburse Purchaser or the Accountant have the right its affiliate for all expenses associated with any audit that discloses credits or payments due to examine records relating to Licensee’s business generally Purchaser or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due its affiliate hereunder with respect to the Included Programsaudit period, Licensee shall immediately pay in an amount greater than or equal to five percent (5%) in the amount aggregate of underpaymentthe correct billing amount. If such error the Service Contract Act is in excess applicable under this Agreement, to ensure Supplier’s compliance with the requirements of 10% the SCA, Purchaser reserves the right for Purchaser and/or the U. S. Government to conduct an audit of such license fees due for Supplier’s employee time and payroll records, which Supplier must maintain under the period covered by recordkeeping requirements of the SCA at 29 C.F.R. § 4.6 and FAR 52.222-41. To support such audit, Licensee shalland as requested by Purchaser, in addition Supplier agrees to making immediate payment provide the following information as a minimum to Purchaser within five (5) calendar days of any such request from Purchaser: Employee Name; Payroll period; Hours Worked; SCA Labor Category and wage rate; Base Hourly Rate; Hourly fringe benefits (i.e. “health & welfare,” vacation, holiday) paid; copies of timesheets showing the days and hours worked; and, copies of actual employee pay stubs. If employees are assigned to multiple contracts during a given workweek, Supplier agrees to provide a breakdown of the additional license fees dueforegoing information by contract. Failure to provide these documents and any related information related to Service Contract Act compliance may be deemed, reimburse Licensor without limitation, grounds for the reasonable third party out-of-pocket costs and expenses incurred by Licensor a termination of this Agreement for any audit conducted by the AccountantDefault.

Audit. Licensee shall keep and maintain complete and accurate books of account and records at its principal place of business in connection with each of the Included Programs and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article Section 16 of this Schedule. During the Term Upon ten (10) Business Days’ notice, and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month periodper calendar year, Licensor shall have the right during Licensee’s the Term and for a period of two (2) years thereafter, during business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licenseebusiness, Licensee’s books and records pertaining solely directly relevant to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunder. Under no circumstances shall The exercise by Licensor of any right to audit or the Accountant have acceptance by Licensor of any statement or payment, whether or not the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes subject of comparison or otherwise. The Accountant an audit, shall not be engaged on bar Licensor from thereafter asserting a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential informationclaim for any balance due, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor remain fully liable for any reason unless specific objections, in writing, stating balance due under the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in terms of this Article 25 except in the case of court-ordered discovery in the event of litigationAgreement. If an examination establishes an actual error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment, plus interest thereon from the date such payment was originally due at a rate equal to the lesser of one hundred ten percent (110%) of the Prime Rate and the maximum rate permitted by applicable law. If such actual error is in excess of 10% five percent (5%) of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees duedue plus interest in accordance with the previous sentence, reimburse pay to Licensor for (i) the reasonable third party reasonable, out-of-pocket costs and expenses incurred by Licensor for in connection with any audit conducted such audit, and (ii) reasonable attorneys fees actually incurred by Licensor in enforcing the Accountantcollection thereof. In the event that the rate of interest set forth in this Section exceeds the maximum permitted legal interest rate, such rate shall be automatically reduced to the maximum permitted legal interest rate, and all other terms and conditions of this Agreement shall remain in full force and effect.

Audit. Licensee shall keep Licensor or its authorized representatives have the right, upon giving reasonable advance notice and maintain complete and accurate during ordinary business hours, to enter the premises where an Operating Subsidiary’s books of account and records relative to the Authorized Location are kept and to evaluate, copy and audit such books and records. In the event that any such evaluation or audit reveals any understatement of three percent (3%) or more of Net Sales, Licensee must pay for the audit. Furthermore, if Licensee intentionally understates or underreports Net Sales at its principal place any time, or if a subsequent audit or evaluation conducted within the three (3) year period reveals any understatement of business Net Sales of three percent (3%) or more, in connection with each of the Included Programs and pertaining addition to Licensee’s compliance with the terms hereofany other remedies provided for in this Agreement, including, without limitation, copies of the statements referred to at law or in Article 16 of this Schedule. During the Term and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month periodequity, Licensor shall have the right during Licenseeto terminate this Agreement immediately. In order to verify the information that Licensee supplies, Licensor has the right to reconstruct each Operating Subsidiary’s business hours sales through the inventory extension method or any other reasonable method of analyzing and reconstructing sales. The Operating Subsidiaries agree to have an Accountant accept any such reconstruction of sales unless Licensee either demonstrates manifest error in the analysis or provides evidence in a form satisfactory to audit and check at Licensee’s principal place Licensor of business upon no less than its sales within a period of thirty (30) days advance written from the date of notice for a period not to exceed fourteen (14) days (provided that of understatement or variance. Licensee is promptly responding to the Accountant’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunder. Under no circumstances Operating Subsidiaries shall fully cooperate with Licensor or its agents and representatives in performing these activities. Licensor will use commercially reasonable efforts to keep each Operating Subsidiary’s financial books, records and reports confidential, unless the Accountant information is requested by tax authorities or used as part of a legal proceeding. Notwithstanding the foregoing, Licensor shall have the right to examine share any Operating Subsidiary’s financial books, records relating and reports on a “need to Licensee’s business generally or with respect to any other content know” basis for purposes of comparison reviewing the Operating Subsidiary’s performance in connection with a potential sale of all or a portion of the ownership interests or assets (including the rights under this Agreement) of Licensor or their affiliates, whether pursuant to a private or public offering or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books require those parties receiving confidential information to be bound by written non-disclosure agreements with terms that are at least as restrictive as those set out in this Agreement and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall responsible for ensuring that any third party receiving such confidential information be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance compliance with the provisions set forth in this Article 25 except in the case terms of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the Accountantconfidentiality herein.

Audit. Licensee Licensor or its authorized agent shall keep have the right from time ----- to time, and maintain complete and accurate books of account and records at its principal place of business in connection with each of the Included Programs and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During the Term and for up to twenty-four (24) months thereafter, any reasonable time but no not more than once during in any twelve calendar year, to examine and to perform tests of the Licensee's books and records and undertake other reasonable procedures to verify compliance by Licensee with the provisions of this Agreement. The cost of said examination and tests shall be borne by Licensor, unless the royalties or other amounts owing to Licensor by Licensee hereunder are discovered to have been understated or underpaid by five percent (125%) month periodor more over the period since the last such examination or test, in which case Licensee shall pay forthwith to Licensor the cost of such examination and/or test, and all payments found to be due, with interest thereon, at the rate of five hundred (500) basis points over the Prime Rate (as defined below) per annum, or the maximum legal rate, whichever is less, computed from the date said unpaid payments would have been due had they been properly accounted for until the date they are actually paid. The "Prime Rate" shall mean the Prime Rate October 27, 1994 (the base rate on corporate loans posted by at least seventy-five percent (75%) of the nation's thirty (30) largest banks), as published in The Wall Street Journal on the business day immediately following any day on which Licensee shall have failed to make a payment under this Agreement when due. If any such examination or tests reveal that Licensee has understated or underpaid the royalties and/or other payments owing to Licensor hereunder and/or under all other license agreements of which Licensee or any of its affiliates and Licensor are parties by two hundred thousand dollars ($200,000) or more over the period since the last such examination or test, Licensor shall have the right, at its sole and absolute discretion, to terminate this Agreement immediately, and Licensee shall have no right to cure any such underpayment prior to such termination. In addition, if any two (2) such examinations shall each reveal that Licensee has understated or underpaid the royalties and/or other payments owing to Licensor hereunder and/or under all other license agreements of which Licensee or any of its affiliates and Licensor are parties by ten percent (10%) or more over the respective periods since the last such examinations or tests, Licensor shall have the right during Licensee’s business hours at its sole and absolute discretion, to have an Accountant to audit and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents and information)terminate this Agreement immediately, and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunder. Under no circumstances shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, right to cure any such under common law or otherwise, payment prior to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the Accountanttermination.

Audit. Licensee shall keep and maintain complete and accurate books of account and records at its principal place of business in connection with each of the Included Programs Licensed Films and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article Section 16 of this Schedule. During Licensor shall have the right, during the Term and for up to twenty-four two (242) months years thereafter, but upon at least thirty (30) days prior notice, at Licensor’s expense, no more than once a year and during any twelve (12) month period, Licensor shall have the right during Licensee’s business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licenseebusiness, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunder. Under no circumstances shall No period may be audited more than once pursuant to the audit rights hereunder. The exercise by Licensor of any right to audit or the Accountant have acceptance by Licensor of any statement or payment, whether or not the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes subject of comparison or otherwise. The Accountant an audit, shall not be engaged on bar Licensor from thereafter asserting a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential informationclaim for any balance due, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor remain fully liable for any reason unless specific objections, in writing, stating balance due under the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in terms of this Article 25 except in the case of court-ordered discovery in the event of litigationAgreement. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included ProgramsLicensed Films, Licensee shall immediately pay the amount of underpayment, plus interest thereon from the date such payment was originally due at a rate equal to the lesser of one hundred ten percent (110%) of the Prime Rate and the maximum rate permitted by applicable law. If such error is in excess of 105% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees duedue plus interest in accordance with the previous sentence, reimburse pay to Licensor for (i) the reasonable third party verifiable out-of-pocket costs and expenses incurred by Licensor for any audit conducted audit, and (ii) reasonable outside attorneys fees incurred by Licensor in enforcing the Accountantcollection thereof. In the event that the rate of interest set forth in this Section exceeds the maximum permitted legal interest rate, such rate shall be automatically reduced to the maximum permitted legal interest rate, and all other terms and conditions of this Agreement shall remain in full force and effect.

Audit. Licensee shall keep and maintain complete and accurate books of account and records Upon at its principal place of business in connection with each of the Included Programs and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During the Term and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor shall have the right during Licensee’s business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than thirty (30) least 14 days advance written notice for by CyDex, Company shall permit, and shall cause its Affiliates and Sublicensees to permit, an independent certified public accounting firm of nationally recognized standing selected by CyDex (who has not been engaged by CyDex to provide services in any other capacity at any time during the three-year period before such selection and who executes a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents standard and informationcustomary confidentiality agreement prepared by Company), and at Licensor’s sole expensereasonably acceptable to Company or such Affiliate or Sublicensee, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunderhave access to and to review, and in such a manner as not to interfere with the during normal business activities hours upon reasonable prior written notice, the applicable records of Licensee, Licensee’s books Company and records pertaining solely its Affiliates or Sublicensees to verify the accuracy of the statements royalty payments under this Section 5. Such review may only cover: (a) the records for sales made in any calendar year ending not more than three years before the date of such request, and other financial information delivered (b) only those periods that have not been subject to Licensor a prior audit. Except as described hereafter, all such audits shall be conducted at the expense of CyDex. Such audits shall be conducted not more than once in each calendar year and not more than once for each audited period. In the event such accountant concludes that additional payments of any kind as required by Licensee this Agreement were owed to CyDex during such period, the additional amounts shall be paid within 30 days of the date CyDex delivers to Company such accountant’s written report so concluding unless Company disputes the results of such audit in accordance with Section 14.3. The fees charged by such accountant shall be paid by CyDex, unless the audit discloses that the amounts payable by Company for the audited period are more than 110% of the amounts actually paid for such period, in which case Company shall pay the reasonable fees and expenses charged by the accountant for such audit (pending the results of any dispute initiated by either party pursuant to Section 14.3 with respect to the Licensed Content and same). In the amount event such accountant concludes that there was an overpayment by Company to CyDex during such period, at Company’s option, the overpayment shall be paid by CyDex to Company within 30 days of the license fees paid or payable hereunder. Under no circumstances shall Licensor or date of the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwisewritten report. The Accountant independent certified public accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain keep confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make information obtained during such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than inspection in accordance with the provisions set forth in Section 8 hereof and shall report to CyDex and Company only the amounts of Net Sales and royalties/milestone payments due and payable. The parties agree that all information subject to review under this Article 25 except Section 5.3 or under any Sublicense agreement is the Confidential Information of Company and that CyDex shall cause its accountant to retain all such information in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the Accountantconfidence.

Audit. Licensee Respondus shall keep and maintain complete and accurate books records and information to demonstrate its compliance with this DPA and shall make such records available for audit by Licensee or any regulatory authority having jurisdiction. In particular, Respondus shall respond to written audit questions submitted by Licensee or the Licensee’s designated auditor related to Respondus’ processing and protection of account Licensee Data. Licensee shall not exercise this right more than one time per year, and records all audits shall be performed at its principal place Licensee’s expense. At all times during the Term, Licensee will have the ability to access the Licensee Data. Respondus will retain Licensee Data for the period of business time described in connection with each the Documentation. If the subscription is terminated, Respondus will disable Licensee’s access to the Licensee Data. Access can be restored within the retention period by reinstating a valid subscription. The Licensee Data will be deleted at the end of the Included Programs retention period, unless Respondus is permitted or required by applicable law, or authorized under this DPA, to retain such data. Upon completion of the processing-related services and/or upon termination of all Processing activities, for any reason, and pertaining to in any case, no later than the expiry date of this Appointment, and contingent upon the request of the Licensee’s compliance , Respondus shall destroy all Personal Data processed on behalf of the Licensee, unless a further period of time is provided for the storage of Personal Data under a provision of applicable law. Upon request, Respondus shall provide a written statement confirming the erasure of the Licensee Data along with the terms hereof, including, without limitation, erasure all existing copies of the statements referred to in Article 16 of this Schedule. During the Term Licensee Data, within and for up to twenty-four no later than 7 (24) months thereafter, but no more than once during any twelve (12) month period, Licensor shall have the right during Licensee’s business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than thirty (30seven) days advance written notice from the deletion of the Licensee Data. Respondus will provide at least the same level of protection for a period not to exceed fourteen (14) days (provided that the Licensee Data as is promptly responding to required under the Accountant’s reasonable requests for documents and information)Privacy Shield, and at Licensor’s sole expenseshall promptly notify Licensee if it makes a determination that it can no longer provide this level of protection. In such event, or if Licensee otherwise reasonably believes that Respondus is not protecting the Licensee Data as necessary for required under the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunder. Under no circumstances shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included ProgramsPrivacy Shield, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the Accountant.may either:

Audit. Licensee Comcast shall keep and maintain complete and accurate books of account and records at its principal place of business in connection with each of the Included Programs Program assets and pertaining to LicenseeComcast’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this ScheduleSection 21. During the Term Upon ten (10) business days’ written notice, and for up to twenty-four (24) months thereafter, but no more than once per calendar year during any twelve the Term and once during the two (122) month periodyear period following the end of the Term, Licensor Studio shall have the right during Licensee’s business hours to have an Accountant to audit and check at LicenseeComcast’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents and information)business, and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, LicenseeComcast’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunderhereunder in the then current calendar year and immediately preceding calendar year. Under no circumstances and Comcast’s compliance with this Agreement. Any audit hereunder will be conducted only by a nationally recognized audit or accounting firm (provided that such firm shall Licensor agree to confidentiality provisions substantially similar to those set forth in Section 28). No portion of the compensation for any such audit or accounting firm shall be contingent upon the results of such audit. Subject to the terms of this Section 21 and other than payments made in satisfaction of an audit, the exercise by Studio of any right to audit or the Accountant have acceptance by Studio of any statement or payment, whether or not the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes subject of comparison or otherwise. The Accountant an audit, shall not be engaged on bar Studio from thereafter asserting a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential informationclaim for any balance due, and Licensor’s Accountant Comcast shall remain fully liable for any balance due under the terms of this Agreement. Studio shall provide the results of such audit to Comcast within three (3) months of conducting the audit and any such information shall be deemed confidential information of Comcast in accordance with Section 28. Studio must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in make any examination claim against Comcast within the earlier of Licensee’s books and records. Licensor may only make such an examination for a particular statement within three (3) months after Studio or Studio's representative leaves Comcast's offices or twenty-four (24) months after the date when Licensor receives close of the earliest month that is the subject of such statementclaim. If Licensor shall so examine Licensee’s books and recordsa claim is not made within any limitation set forth herein, then Licensor shallthe Fee payments and all reports required hereunder shall be deemed final and incontestable, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall and Studio will be deemed to have consented to all accountings rendered by Licensee hereunder, forever and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no conclusively waived its right, under common law whether known or otherwiseunknown, to examine or audit Licensee’s books and records other than in accordance with collect any shortfalls from Comcast for the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigationperiod(s) audited. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is a confirmed discrepancy in excess of ten percent (10% %) of such the license fees due for the period covered by such audit is revealed by any such audit, Licensee Comcast shall, in addition to making immediate prompt payment of the additional license fees dueamount of such discrepancy, reimburse Licensor for pay to Studio (i) the reasonable third party reasonable, documented out-of-pocket costs and expenses incurred by Licensor Studio for such audit, and (ii) reasonable attorney’s fees actually incurred by Studio in enforcing the collection thereof. Any overpayment identified by such audit shall, at Comcast’s election, either (a) be taken as a credit by Comcast against future license fees payable hereunder; or (b) be paid by Studio to Comcast within thirty (30) days after Studio’s receipt of the audit report. Non-Disparagement. Studio shall not in any audit conducted by way include programming, information (e.g., a “crawl”, pop-up or “placard”) in the AccountantIncluded Programs that is intended to disparage any member(s) of the Comcast Group, any System, or the Licensed Service(s) or otherwise negatively portray any member(s) of the Comcast Group, any Systems or the Licensed Service(s); provided, however, that this provision shall not prohibit Studio from engaging in advertising or promotion for the Included Programs or responding to viewer inquiries, provided that any such communications, advertisements and promotions are in accordance with the provisions set forth in this Agreement.

Audit. Licensee shall keep and maintain complete and accurate books of account and records at its principal place of business in connection with each of the Included Programs and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements reports referred to in Article 16 Clause 15 hereof for a period of two (2) years after termination or expiration of this ScheduleAgreement. During Licensor shall have the Term and for up to twenty-four (24) months thereafterright, but exercisable no more than once during any twelve per calendar year, on no less than five (125) month perioddays written notice to Licensee, and at a time and place to be mutually agreed upon by Licensor shall have the right during and Licensee’s business hours to have an Accountant , to audit and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees License Fees paid or payable hereunder. Under no circumstances shall The exercise by Licensor of any right to audit or the Accountant have acceptance by Licensor of any statement or payment, whether or not the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes subject of comparison or otherwise. The Accountant an audit, shall not be engaged on bar Licensor from thereafter asserting a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential informationclaim for any balance due, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in shall remain fully liable for any examination balance due under the terms of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statementthis Agreement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months the good faith undisputed results of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees License Fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment, plus interest thereon from the date such payment was originally due at a rate equal to the lesser of 2% above the prime rate of interest announced by Bank of America at such time or the maximum rate permitted by applicable law. If such error is in excess of 10% of such license fees License Fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees dueLicense Fees due plus interest in accordance with the previous sentence, reimburse pay to Licensor for (i) the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted audit, and (ii) reasonable attorney’s fees incurred by Licensor in enforcing the Accountantcollection thereof. [#Re-instated.]

Audit. Licensee shall keep and maintain complete and accurate books of account and records at its principal place of business in connection with each of the Included Programs and pertaining to LicenseeLicensee ’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During the Term and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor shall have the right during Licensee’s business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the AccountantAccountant ’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunder. Under no circumstances shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the Accountant.

Audit. Licensee shall keep and maintain complete all relevant information and accurate books of account and records documents at its principal place of business in connection with each of the Included Programs and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, reporting and payment obligations under this Agreement and copies of the statements referred to in Article 16 15 of this Schedule. During the Term and for up to twenty-four a period of one (241) months thereafter, but no more than once during any twelve (12) month period, year thereafter Licensor shall have the right to engage an accounting firm (which shall be an independent representative and which the parties acknowledge includes Sargoy ▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, Pricewaterhouse Coopers LLP, KPMG LLP and Ernst & Young LLP) during Licensee’s normal business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licenseebusiness, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunder. Under no circumstances shall ; provided, however, that Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver entitled to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging conduct more than one such audit in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four twelve (2412) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigationmonth period. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment, and if the underpayment is five percent (5%) or more, Licensee shall pay the License Fees plus interest thereon from the date such payment was originally due at a rate equal to the lesser of two percent (2%) plus the Prime Rate and the maximum rate permitted by applicable law. If such error is in excess of ten percent (10% %) of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees duedue plus interest in accordance with the previous sentence, reimburse pay to Licensor for (i) the reasonable third party out-of-pocket third party costs and expenses incurred by Licensor for any audit, and (ii) reasonable out-of-pocket attorneys fees incurred by Licensor in enforcing the collection thereof. In the event that the rate of interest set forth in this Section exceeds the maximum permitted legal interest rate, such rate shall be automatically reduced to the maximum permitted legal interest rate, and all other terms and conditions of this Agreement shall remain in full force and effect. Licensor’s claims related to an audit conducted by shall be waived if Licensor fails to make any claim based on such audit within twelve (12) months after the Accountantcompletion of the audit; provided, however, that the auditor has timely received all relevant information and documents requested from Licensee.

Audit. Licensee Any examination permitted under Section 9.1 shall keep be conducted by WAKUNAGA or any designee (including AbbVie) reasonably acceptable to MELINTA, and maintain complete MELINTA and accurate Sublicensees shall make their records available, during normal business hours, after at least fifteen (15) days’ prior written notice to MELINTA or the Sublicensee, as applicable, and such examination shall take place at the facility where such records are maintained. Each such examination shall be limited to pertinent books of account and records at its principal place for a period of business in connection with each five (5) years prior to the date of the Included Programs audit request. Before permitting any independent accounting firm or party other than WAKUNAGA to have access to such books and pertaining records, MELINTA may require such independent accounting firm and its personnel involved in such audit to Licenseesign a confidentiality agreement (in form and substance reasonably acceptable to MELINTA) as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 9.2. The reviewing independent accounting firm will prepare and provide to MELINTA a written report stating whether the reports submitted, if applicable, and amounts paid or charged, as the case may be, are correct or incorrect. WAKUNAGA agrees to hold in strict confidence all information disclosed to it pursuant to this Section 9.2., except to the extent necessary for WAKUNAGA to enforce its rights under this Agreement or if disclosure is required by law. In the event there was an underpayment by MELINTA, hereunder, then MELINTA shall promptly (but in no event later than thirty (30) days after MELINTA’s compliance with the terms hereof, including, without limitation, copies receipt of the statements referred independent auditor’s report so correctly concluding) make payment to in Article 16 WAKUNAGA of this Scheduleany shortfall. During WAKUNAGA shall bear the Term and for up to twenty-four (24) months thereafterfull cost of such audit unless such audit discloses an underreporting by MELINTA, but no or an overcharge by WAKUNAGA of more than once during three percent (3%) of the aggregate amount due WAKUNAGA or charged to MELINTA, respectively, in any twelve (12) month period, Licensor shall have the right during Licensee’s business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no which aggregate incorrect amount is not less than thirty fifty thousand U.S. dollars (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents and informationUS$50,000), and at Licensor’s sole expensein which case, as necessary for MELINTA shall bear the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunder. Under no circumstances shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion full cost of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the Accountant.

Audit. Licensee Licensor shall keep and maintain complete and accurate books of account and records have the right, once annually at its principal place own cost and expense, to have an independent, certified public accounting firm, selected by Licensor and approved by Licensee in its reasonable discretion, review Payment Records in the location(s) where such records are maintained upon reasonable notice to Licensee (which shall be no less than twenty (20) days’ prior notice) and during regular business hours and under obligations of business in connection with each strict confidence, for the sole purpose of verifying the Included Programs basis and pertaining to Licensee’s compliance with accuracy of payments made under this Section 3 within the terms hereof, including, without limitation, copies lesser of (a) the statements referred to in Article 16 of this Schedule. During the Term and for up to twenty-four (24) months thereaftermonth period preceding the date of the request for review or (b) the period after Licensor’s most recent audit conducted under this Section 3.13 (or any other applicable section of this Agreement) (an “Audit”). The report of such Audit shall be limited to a certificate stating whether any report made or payment submitted by Licensee during such period is accurate or inaccurate and the actual amounts of Net Sales of Licensed Products, but no more than once during any twelve (12) month Development Costs, Third Party Payments, and payments and Royalties due, for such period. Licensee shall receive a copy of each such report concurrently with receipt by Licensor. Should such inspection lead to the discovery of a discrepancy to Licensor’s detriment, Licensor and only to the extent that Licensee agrees with and accepts such conclusion under the Audit, Licensee shall have the right during Licensee’s business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than pay within thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to Business Days after its receipt from the Accountant’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy accounting firm of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and certificate, the amount of the license fees paid or payable hereunder. Under no circumstances shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or discrepancy plus interest calculated in accordance with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statementSection 3.9. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of Licensee does not agree with the conclusion of such auditreport, inform Licensee the matter shall be referred to arbitration in writing of any claim resulting therefromaccordance with Section 11.5(b). Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the full cost of the Audit unless the underpayment discovered by the Audit is greater than [ * ] percent ([ * ]%) of the amount of underpayment. If such error is in excess of 10% of such license fees due for the applicable period covered by such audit, the Audit. Any overpayment by Licensee shall, in addition revealed by an Audit shall be fully creditable against future payments to making immediate payment of the additional license fees due, reimburse be made to Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the Accountanthereunder.

Audit. Licensee shall keep and maintain complete and accurate books of account and records at its principal place of business in connection with each of the Included Programs and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule17 hereof and third party license agreements referred to in Article 20 hereof. During the Term and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor shall have the right during Licensee’s business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licenseebusiness, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunderhereunder and to ensure compliance with Article 19 hereof. Under no circumstances shall The exercise by Licensor of any right to audit or the Accountant have acceptance by Licensor of any statement or payment, whether or not the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes subject of comparison or otherwise. The Accountant an audit, shall not be engaged on bar Licensor from thereafter asserting a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential informationclaim for any balance due, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor remain fully liable for any reason unless specific objections, in writing, stating balance due under the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in terms of this Article 25 except in the case of court-ordered discovery in the event of litigationAgreement. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment, plus interest thereon from the date such payment was originally due at a rate equal to the lesser of one hundred ten percent (110%) of the Prime Rate and the maximum rate permitted by applicable law. If such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees duedue plus interest in accordance with the previous sentence, reimburse pay to Licensor for (i) the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted audit, and (ii) reasonable attorneys fees incurred by Licensor in enforcing the Accountantcollection thereof. In the event that the rate of interest set forth in this Section exceeds the maximum permitted legal interest rate, such rate shall be automatically reduced to the maximum permitted legal interest rate, and all other terms and conditions of this Agreement shall remain in full force and effect.

Audit. Licensee shall keep and maintain complete and accurate books of account and records at its principal place of business in connection with each of the Included Programs and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During the Term and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor Tenant shall have the right during Licensee’s business hours to have an Accountant to examine, audit and check at Licenseephotocopy Landlord’s principal place books and records relating to Tenant’s Proportionate Share of business upon no Operating Expenses and Taxes for any Operating Year for a period of six (6) months following the date that Tenant receives the Operating Statement and Tax Statement; provided, however, that (a) Tenant may exercise such right only one time with respect to any Operating Year; and (b) Tenant signs a confidentiality agreement in form satisfactory to Landlord in its sole discretion. In connection with Tenant’s examination in accordance with the preceding sentence, Tenant shall have the right to review the invoices and statements relating to the Operating Expenses and Taxes for the Operating Base Year and Tax Base Year. Tenant shall give Landlord not less than thirty (30) days advance days’ prior written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunder. Under no circumstances shall Licensor or the Accountant have the right its intention to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make audit such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months and such examination and audit shall take place in the city where the Premises are located. All costs of the examination and audit shall be performed by a certified public accountant and shall be on a non-contingent fee basis and shall be borne by Tenant; provided, however, that if such examination and audit establishes that Tenant’s Proportionate Share of Operating Expenses and Taxes for the year in question are less than the amount set forth on the Operating Statement and Tax Statement by at least five percent (5%), then Landlord shall pay the reasonable costs of such examination and audit. If the payments made by Tenant for such year are more than Tenant’s required payment on account thereof for such Operating Year, Landlord shall promptly refund such overpayment. If the payments made by Tenant for such year are less than Tenant’s required payment on account thereof for such Operating Year, Tenant shall pay the deficiency to Landlord within thirty (30) days after conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, the examination and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licenseeas well as Landlord’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party actual out-of-pocket costs in connection with such examination and expenses incurred by Licensor audit. The obligation to make such refund or payment for any period within the Lease Term shall survive expiration of the Lease Term. If Tenant does not elect to exercise its right to examine and audit conducted Landlord’s books and records for any Operating Year within the time period provided for by the Accountantthis Section 6, Tenant shall have no further right to challenge Landlord’s Operating Statement and Tax Statement.

Audit. Licensee shall keep 8.1 Palantir uses third party auditors to verify the adequacy of its security measures. This audit is performed at least annually, by independent and maintain complete reputable third-party auditors at Palantir’s selection and accurate books expense, and in accordance with Service Organization Controls 2 (SOC2) or substantially equivalent industry standards, and results in the generation of account an audit report (“Report”) which will be the Confidential Information of Palantir. The Service and records at its principal place of business in connection operations are also certified compliant with each the standards and accreditations set out on the “compliance and accreditation” tab at: ▇▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇/information-security/ (“Accreditations”). 8.2 At Customer’s written request, Palantir will provide Customer with a confidential summary of the Included Programs Report, documentation evidencing compliance with the Accreditations, and pertaining the Accountability Information outlined in Section 10 of this DPA so that Customer can reasonably verify Palantir’s compliance with the data security and data protection obligations under this DPA. Subject to LicenseeSection 8.3, if Data Protection Laws, Standard Contractual Clauses, or the Agreement require Palantir to provide Customer with access to Palantir facilities or information in addition to the Report and the Accountability Information, then Palantir shall permit Customer to audit Palantir’s compliance with the terms hereofand conditions of this DPA as it applies to Customer Personal Data to the extent expressly required by the Agreement, the Standard Contractual Clauses, or Data Protection Laws. 8.3 In order to request an audit of Palantir’s facilities under this Section 8 (and where such an audit is authorized), Customer shall notify Palantir and the Parties shall agree, as soon as reasonably possible but always in advance, the reasonable dates, duration and scope of the audit, the identity and qualifications of the auditor, and any security and confidentiality controls required for access to the information or Processes in scope of such audit. Palantir may object to any external auditor if, in Palantir’s reasonable opinion, the auditor is not qualified, does not have appropriate security controls to ensure ▇▇▇▇▇▇▇▇’s Confidential Information is suitably protected, is a competitor to Palantir or its suppliers, or is not independent. If Palantir objects to the identity or qualifications of any proposed auditor, Palantir shall provide reasons for such objection and Customer will be required to propose an alternate auditor. The Customer shall bear the reasonable costs of Palantir in fulfilling any requirements under this Section. The scope of any audit under this Section 8 shall be limited to Palantir systems and facilities used to Process Customer Personal Data and Documentation directly related to such Processing. 8.4 All information provided or made available to Customer, its auditor or any other third-party authorized under the present DPA to have access to the above information pursuant to this Section 8 shall be Confidential Information of Palantir. 8.5 In the event of any confirmed material non-compliance by Palantir with the terms of this DPA, Customer may take reasonable steps to remediate the same, including, without limitation, copies by requiring the suspension of all Processing of Customer Personal Data until such time as Customer determines that the statements referred non-compliance has been remediated. In the event that Palantir determines that it can no longer meet its obligations pursuant to in Article 16 of this Schedule. During the Term and for up to twenty-four (24) months thereafterDPA, but no more than once during any twelve (12) month period, Licensor Palantir shall have the right during Licensee’s business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunder. Under no circumstances shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion notify Customer of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the Accountantdetermination.

Audit. Licensee Comcast shall keep and maintain complete and accurate books of account and records at its principal place of business in connection with each of the Included Programs Program assets and pertaining to LicenseeComcast’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this ScheduleSection 21. During the Term Upon ten (10) business days’ written notice, and for up to twenty-four (24) months thereafter, but no more than once per calendar year during any twelve the Term and once during the two (122) month periodyear period following the end of the Term, Licensor Studio shall have the right during Licensee’s business hours to have an Accountant to audit and check at LicenseeComcast’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents and information)business, and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, LicenseeComcast’s books and records pertaining solely to the accuracy of the statements Fees paid or payable hereunder in the then current calendar year and immediately preceding calendar year. Any audit hereunder will be conducted only by a nationally recognized audit or accounting firm (provided that such firm shall agree to confidentiality provisions substantially similar to those set forth in Section 28). No portion of the compensation for any such audit or accounting firm shall be contingent upon the results of such audit. Subject to the terms of this Section 21 and other financial than payments made in satisfaction of an audit, the exercise by Studio of any right to audit or the acceptance by Studio of any statement or payment shall not bar Studio from thereafter asserting a claim for any balance due, and Comcast shall remain fully liable for any balance due under the terms of this Agreement. Studio shall provide the results of such audit to Comcast within three (3) months of conducting the audit and any such information delivered to Licensor by Licensee shall be deemed confidential information of Comcast in accordance with Section 28. Studio must make any claim against Comcast with respect to unpaid Fees that were the Licensed Content and the amount subject of the license fees paid or payable hereunder. Under no circumstances shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, audit within six (6) months of after Studio receives the conclusion final results from such audit (but in no case later than eight (8) months after Studio’s representatives last leave Comcast’s offices). If such claim is not made within the time frame permitted by the immediately preceding sentence, then the Fee payments that were the subject of such auditaudit and all reports required hereunder shall be deemed final and incontestable, inform Licensee in writing of any claim resulting therefrom. Licensor shall and Studio will be deemed to have consented to all accountings rendered by Licensee hereunder, forever and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no conclusively waived its right, under common law whether known or otherwiseunknown, to examine or audit Licensee’s books and records other than in accordance with collect any shortfalls from Comcast for the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigationperiod(s) audited. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is a confirmed discrepancy in excess of ten percent (10% %) of such license fees the Fees due for the period covered by such audit is revealed by any such audit, Licensee Comcast shall, in addition to making immediate prompt payment of the additional license fees dueamount of such discrepancy, reimburse Licensor for pay to Studio (i) the reasonable third party reasonable, documented out-of-pocket costs and expenses incurred by Licensor Studio for any such audit, and (ii) reasonable attorney’s fees actually incurred by Studio in enforcing the collection thereof. Any overpayment identified by such audit conducted shall, at Comcast’s election, either (a) be taken as a credit by Comcast against future Fees payable hereunder; or (b) be paid by Studio to Comcast within thirty (30) days after Studio’s receipt of the Accountantaudit report.

Audit. Licensee (i) The payment by Tenant of any of Tenant’s Additional Rental or other Rent charged to Tenant hereunder pursuant to this Lease shall keep not preclude Tenant from questioning the accuracy of any statement provided by Landlord provided such question is submitted within the applicable time limits set forth in this Lease. (ii) Landlord shall provide to Tenant in substantial detail each year the calculations performed to determine Tenant’s Operating Expenses Amount for the Project in accordance with the applicable provisions of this Lease. Landlord shall show the total Operating Expenses by account for the Project and maintain complete all adjustments corresponding to the requirements as set forth herein. Landlord shall also provide in reasonable detail its calculation of Tenant’s Additional Rental or other Rent charged to Tenant hereunder. (iii) Provided Tenant is not in default under the terms of this Lease (including the payment by Tenant of Tenant’s Additional Rental within the time period specified in Section 2.3.3) and accurate books of account and records subject to this paragraph, Tenant, at its principal place of business in connection with each of the Included Programs and pertaining to Licensee’s compliance with the terms hereofsole expense, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During the Term and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor shall have the right once per calendar year during Licensee’s business hours the Term to have employ a certified public accountant (on an Accountant hourly not a contingent fee arrangement) to audit and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunder. Under no circumstances shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of LicenseeLandlord’s books and records, relating to Tenant’s Additional Rental as well as other Rent payable by Tenant pursuant to this Lease to ensure that Landlord is complying with the applicable Lease provisions. Licensor may This audit must take place on a mutually agreeable date during reasonable business hours at Landlord’s office at the address stated above and only make after Tenant has given Landlord at least ten (10) business days prior written notice of the date and time Tenant desires to commence such an examination for a particular statement audit. Landlord agrees to maintain all applicable records until the expiration of Tenant’s rights to audit said records. If Tenant elects to exercise this right, Tenant must do so within twenty-four twelve (2412) months after the date when Licensor receives such statementLandlord delivers to Tenant the statements described in Section 2.3.3 or Tenant shall be deemed to have accepted the amount of Tenant’s Additional Rental or other Rent charged to Tenant hereunder as presented by Landlord. If Licensor shall so examine LicenseeTenant elects to audit Landlord’s books and records, then Licensor Landlord shall have the right to deliver to Tenant an audit of the Operating Expenses for the immediately preceding calendar year prepared by an accounting firm of national prominence. If Tenant elects to proceed with such audit, and such audit reflects a difference from Landlord’s calculation of the amount of Tenant’s Additional Rental or other Rent charged to Tenant hereunder, the parties will attempt to reconcile their respective calculations. If such audit indicates that there has been an overstatement in Landlord’s calculation of the amount of Tenant’s Additional Rental or other Rent charged to Tenant hereunder, Landlord shall, within six ten (610) months of the conclusion days after its receipt of such audit, inform Licensee in writing refund any excess payment of any claim resulting therefrom. Licensor shall be deemed Tenant’s Additional Rental or other Rent charged to have consented Tenant hereunder to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigationTenant. If in fact there has been an examination establishes an error overstatement in LicenseeLandlord’s computation calculation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess Tenant’s Additional Rental or other Rent charged to Tenant hereunder of 10% of such license fees due for the period covered by such audit$50,000 or more, Licensee shall, then in addition to making immediate payment refunding any excess payments of the additional license fees dueTenant’s Additional Rental or other Rent charged to Tenant hereunder made by Tenant, Landlord shall reimburse Licensor Tenant for the reasonable third party out-of-pocket costs and expenses incurred by Licensor Tenant in causing such audit to be performed specifically excluding any costs based on a contingent fee arrangement. If in fact there has been an understatement in Landlord’s calculation of the amount of Tenant’s Additional Rental or other Rent charged to Tenant hereunder, Tenant shall pay the amount of the understatement to Landlord. In the event an audit reveals the overstatement or understatement of Landlord’s calculation of the amount of Tenant’s Additional Rental or other Rent charged to Tenant hereunder, Landlord or Tenant as applicable, may request the audit of the item or items giving rise to such error for the two (2) calendar years preceding the year which is the subject of the audit. In addition to the foregoing, if any audit by Landlord or its agents indicates that the amount of Tenant’s Additional Rental or other Rent charged to Tenant hereunder paid for any audit conducted calendar year was greater than the amount of Tenant’s Additional Rental or other Rent charged to Tenant hereunder charged by the AccountantLandlord, Landlord shall refund any excess payment of Tenant’s Additional Rental or other Rent charged to Tenant hereunder within ten (10) days after its receipt of such audit.

Audit. Licensee shall keep and maintain complete and accurate books of account and records at its principal place of business in connection with each of the Included Programs and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedulehereof and Third Party License Agreements referred to in Article 19 hereof. During the Term and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor shall have the right during Licensee’s business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licenseebusiness, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunderhereunder and to ensure compliance with Article 17.3 hereof. Under no circumstances shall The exercise by Licensor of any right to audit or the Accountant have acceptance by Licensor of any statement or payment, whether or not the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes subject of comparison or otherwise. The Accountant an audit, shall not be engaged on bar Licensor from thereafter asserting a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential informationclaim for any balance due, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor remain fully liable for any reason unless specific objections, in writing, stating balance due under the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in terms of this Article 25 except in the case of court-ordered discovery in the event of litigationAgreement. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment, plus interest thereon from the date such payment was originally due at a rate equal to the lesser of one hundred ten percent (110%) of the Prime Rate and the maximum rate permitted by applicable law. If such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees duedue plus interest in accordance with the previous sentence, reimburse Licensor for pay to Licensor (i) the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted audit, and (ii) reasonable outside attorneys fees incurred by Licensor in enforcing the Accountantcollection thereof. In the event that the rate of interest set forth in this Section exceeds the maximum permitted legal interest rate, such rate shall be automatically reduced to the maximum permitted legal interest rate, and all other terms and conditions of this Agreement shall remain in full force and effect.

Audit. Licensee shall keep and maintain maintain, and shall cause each Approved System to keep and maintain, complete and accurate books of account and records at its principal place of business in connection with each of the Included Programs Films and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements Statements and program guides referred to in Article 16 of this Schedule12 hereof. During the Term and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor shall have the right during Licensee’s business hours to have appoint an Accountant independent third party auditor to audit and check (accompanied, if required by Licensee’s contract with such Approved System, by a designee of Licensee and provided Licensee uses best efforts to make a designee available for such purpose) at Licensee’s and each Approved System’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licenseebusiness, Licensee’s or such Approved System’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect or by such respective Approved System to the Licensed Content Licensee and the amount of the license fees Licence Fees paid or payable hereunderhereunder and to ensure compliance with Article 19 hereof. Under no circumstances shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books permitted to audit Licensee or any Approved System more than once during the Avail Term and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee shall provide at least 7 days written notice prior to engaging in any examination of Licensee’s books and recordsconducting its audit. Licensor may only make such an examination for a particular statement within twenty-four (24) months after Licensee shall enter into agreements with each Approved System which incorporates the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in above. The exercise by Licensor of any right to audit or the acceptance by Licensor of any statement or payment, whether or not the subject of an audit, shall not bar Licensor from thereafter asserting a claim for any balance due, and Licensee shall remain fully liable for any balance due under the terms of this Article 25 except in the case of court-ordered discovery in the event of litigationAgreement. If an examination establishes an error in Licensee’s computation of license fees Licence Fees due with respect to the Included ProgramsFilms, Licensee shall immediately pay the amount of underpayment, plus interest thereon from the date such payment was originally due at a rate equal to the lesser of 1½% % of the Prime Rate and the maximum rate permitted by applicable law. If such error is in excess of 105% of such license fees Licence Fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees dueLicence Fees due plus interest in accordance with the previous sentence, reimburse pay to Licensor for (i) the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted audit, and (ii) reasonable attorney’s fees incurred by Licensor in enforcing the Accountantcollection thereof. In the event that the rate of interest set forth in this Article exceeds the maximum permitted legal interest rate, such rate shall be automatically reduced to the maximum permitted legal interest rate, and all other terms and conditions of this Agreement shall remain in full force and effect.

Audit. Financial Records under this Agreement shall be open during reasonable business hours for a period of two (2) years from creation of individual records for examination. Upon the written request of Licensor but not more often than once each year, at Licensor’s expense, Licensee shall keep permit an independent public accounting firm of national prominence selected by Licensor and maintain complete and accurate books of account and records at its principal place of business in connection with each of the Included Programs and pertaining acceptable to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred Licensee to in Article 16 of this Schedule. During the Term and for up to twenty-four (24) months thereafter, but no more than once have access during any twelve (12) month period, Licensor shall have the right during Licensee’s normal business hours to have an Accountant to audit and check at Licensee’s principal place those records of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents and information), and at Licensor’s sole expense, as may be reasonably necessary for the sole purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy of the statements Net Sales report and other financial information delivered royalty calculation conducted by Licensee pursuant to this Agreement. (a) Licensee shall include in each sublicense or Commercialization agreement entered into by it pursuant to this Agreement, a provision requiring, among others, the Sublicensee or Commercialization partner to keep and maintain adequate Financial Records pursuant to such sublicense or Commercialization agreement and to grant access to such records by the aforementioned independent public accountant for the reasons specified in this Agreement. (b) The report prepared by such independent public accounting firm, a copy of which shall be sent or otherwise provided to Licensee by such independent public accountant at the same time as it is sent or otherwise provided to Licensor, shall contain the conclusions of such independent public accountant regarding the audit and will specify that the amounts paid to Licensor by Licensee with respect to the Licensed Content and pursuant thereto were correct or, if incorrect, the amount of the license fees paid any underpayment or payable hereunder. Under no circumstances shall Licensor or the Accountant have the right to examine records relating to Licenseeoverpayment. (c) If such independent public accounting firm’s business generally or with respect to report shows any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programsunderpayment, Licensee shall immediately pay remit or shall cause its Sublicensees or Commercialization partners to remit to Licensor within 30 days after Licensee’s receipt of such report, (i) the amount of underpaymentsuch underpayment and (ii) if such underpayment exceeds five percent (5%) of the total amount owed for the Calendar Year then being audited, the reasonable and necessary fees and expenses of such independent public accountant performing the audit, subject to reasonable substantiation thereof. If such error is in excess of 10% of such license fees due for the period covered by such auditindependent public accounting firm’s report shows any overpayment, Licensee shall, in addition shall receive a credit equal to making immediate payment of such overpayment against the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the Accountantroyalty otherwise payable to Licensor.

Audit. Licensee shall keep and maintain complete and accurate books of account and records at its principal place of business in connection with each of the Included Programs and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During the Term and for up to twenty-four (24) months thereafterLicensor may, but no more than once during any twelve a one (121) month year period, Licensor shall have upon ten (10) Business Days prior written notice, and during the right during Licensee’s regular business hours to of Licensee, have a accountant from one of the top four international accounting firms (i.e., Ernst & Young, Deloitte, Pricewaterhousecoopers, KPMG) (the “Auditor”) conduct an Accountant to audit and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary such records for the sole purpose of verifying the amounts due from Licensee payments made to Licensor hereunder, and in such Licensor. The Auditor shall be required to sign a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee confidentiality agreement with respect to the Licensed Content and the amount of the license fees paid or payable hereunder. Under no circumstances shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally records being examined or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basisobtained. Licensor acknowledges that Licensee’s books records and records constitute the reports and results of any audit contain the confidential informationinformation of Licensee, and Licensor’s Accountant must sign and deliver Licensor will not use or communicate to Licensee others any facts or information obtained as a confidentiality agreement in result of an audit permitted under this Agreement except to prosecute a form acceptable claim for payment. The exercise by Licensor of any right to Licensee prior to engaging in audit or the acceptance by Licensor of any examination statement or payment, whether or not the subject of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of shall not bar Licensor from thereafter asserting a claim for any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunderbalance due, and said accountings Licensee shall be binding upon Licensor and shall not be subject to any objection by Licensor remain fully liable for any reason unless specific objections, in writing, stating balance due under the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in terms of this Article 25 except in the case of court-ordered discovery in the event of litigationAgreement. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment, plus interest thereon from the date such payment was originally due at a rate equal to the lesser of one hundred ten percent (110%) of the Prime Rate and the maximum rate permitted by applicable law. If such error is in excess of 105% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees duedue plus interest in accordance with the previous sentence, reimburse pay to Licensor for (i) the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted audit, and (ii) reasonable attorneys fees incurred by Licensor in enforcing the Accountantcollection thereof. In the event that the rate of interest set forth in this Section exceeds the maximum permitted legal interest rate, such rate shall be automatically reduced to the maximum permitted legal interest rate, and all other terms and conditions of this Agreement shall remain in full force and effect.

Audit. The University may, upon five (5) business days advance written notice specifying any time of day during Licensee's business hours (or if Licensee shall keep and maintain complete and accurate has no set business hours then during the hours of 8AM to 4PM), either itself or using a third party agent, audit Licensee's books of account and records at its principal Licensee's place of business for the purpose of verifying Licensee's reports and compliance by Licensee in connection all other respects with each of the Included Programs and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this ScheduleAgreement. During the Term and for up to twenty-four (24) months thereafter, but In no event shall such audits be conducted hereunder more frequently than once during any every twelve (12) month months and in no case shall University be permitted to repeat an audit of books for a period previously audited unless Licensee has undergone a restatement of its records for that period. Notwithstanding the foregoing, Licensor shall have the right during Licensee will grant University, or its auditor, access to all of Licensee’s business hours records for all prior periods to have the extent necessary to perform a proper audit. If any audit identifies an Accountant underpayment by Licensee, Licensee will promptly pay the underpayment to University including interest as provided for in Section 4.03. If any audit identifies an overpayment by Licensee, Licensee may deduct such overpayment from the next scheduled payments due University until such overpayment has been recovered by Licensee. If any audit leads to the discovery of an underpayment in respect of any Calendar Quarter of more than five percent (5%) between amounts due in respect of such quarter and check at Licensee’s principal place amounts reported to be due by Licensee in its quarterly report for such quarter or otherwise reveals a previously undisclosed material breach of business upon no less than this Agreement, Licensee will, within thirty (30) days advance after written notice from the University, reimburse the University for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding all of its costs related to the Accountantaudit. Otherwise, any audit will be at the University’s reasonable requests for documents expense. Licensee will, in any event and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely without regard to the accuracy size of the statements and other financial information delivered to Licensor by Licensee with respect discrepancy, immediately pay to the Licensed Content and University the amount of any previous underpayment, including interest from the license fees time such amount was due until paid in full in accordance with Section 4.03. Any audit conducted pursuant to this Section 5.05 will be conducted, at University’s option, by the University itself or payable hereunderby an auditor selected by University and reasonably acceptable to the Licensee. Under no circumstances shall Licensor For the avoidance of any doubt, University’s right to audit books under this Section 5.05 applies to all Affiliates that sell Licensed Products or practice Licensed Processes and to all Permitted Sublicensees to the Accountant have same extent that it applies to Licensee. Failure by Licensee, an Affiliate or a Permitted Sublicensee to permit University to conduct an audit as set forth in this Section 5.05 will immediately give University the right to examine records relating suspend the non-compliant party’s rights under the Patent Rights and/or Copyright [DELETE IF NO COPYRIGHT] until such time as said party becomes compliant with this Section 5.05. University’s right to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with this Section 5.05 will extend for three (3) years after the provisions set forth in expiration or termination of this Article 25 except in the case of court-ordered discovery in the event of litigationAgreement for any reason. If an examination establishes an error in Licensee’s computation of license fees due with With respect to any University’s rights under a continuing Sublicense under Section 2.03(A) and 2.03(E), University’s right to audit the Included Programs, Licensee shall immediately pay Sublicensee’s books will extend for three (3) years after the amount expiration or termination of underpayment. If such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor said Sublicense for any audit conducted by the Accountantreason.

Audit. Licensee shall keep and maintain complete and accurate books of account and records at its principal place of business in connection with each of the Included Programs and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 Section 16. of this Schedule. During the Term Upon ten (10) Business Days’ notice, and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month periodper calendar year, Licensor shall have the right during Licensee’s the Term and for a period of two (2) years thereafter, during business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licenseebusiness, Licensee’s books and records pertaining solely directly relevant to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunder. Under no circumstances shall The exercise by Licensor of any right to audit or the Accountant have acceptance by Licensor of any statement or payment, whether or not the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes subject of comparison or otherwise. The Accountant an audit, shall not be engaged on bar Licensor from thereafter asserting a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential informationclaim for any balance due, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor remain fully liable for any reason unless specific objections, in writing, stating balance due under the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in terms of this Article 25 except in the case of court-ordered discovery in the event of litigationAgreement. If an examination establishes an actual error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment, plus interest thereon from the date such payment was originally due at a rate equal to the lesser of one hundred ten percent (110%) of the Prime Rate and the maximum rate permitted by applicable law. If such actual error is in excess of 10% five percent (5%) of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees duedue plus interest in accordance with the previous sentence, reimburse pay to Licensor for (i) the reasonable third party reasonable, out-of-pocket costs and expenses incurred by Licensor for in connection with any audit conducted such audit, and (ii) reasonable attorneys fees actually incurred by Licensor in enforcing the Accountantcollection thereof. In the event that the rate of interest set forth in this Section exceeds the maximum permitted legal interest rate, such rate shall be automatically reduced to the maximum permitted legal interest rate, and all other terms and conditions of this Agreement shall remain in full force and effect.

Audit. Licensee EyePoint and its Affiliates and Sublicensees shall keep and maintain for five (5) years complete and accurate books records of account and records sales of Licensed Products in sufficient detail to allow Equinox to confirm the accuracy of royalties paid and/or payable under Section 4.3 hereunder. Equinox shall have the right during such five (5) year period to appoint at its principal expense an independent certified public accountant reasonably acceptable to EyePoint to audit all relevant records for the purpose of verifying reports provided by EyePoint under Section 4.4. EyePoint and its Affiliates and Sublicensees shall make such records available for audit by such independent certified public accountant during regular business hours at such place of business in connection with each of the Included Programs and pertaining to Licensee’s compliance with the terms hereofor places where such records are customarily kept, including, without limitation, copies of the statements referred to in Article 16 of this Scheduleupon thirty (30) days written notice from Equinox. During the Term and for up to twenty-four (24) months thereafter, but no Such audit right shall not be exercised by Equinox more than once during in any Calendar Year and the records for a twelve (12) month periodperiod may not be audited more than once. All records made available for audit shall be deemed to be Confidential Information of EyePoint and, Licensor upon the request of EyePoint, the independent certified public accountant selected by Equinox shall have enter into a confidentiality agreement with EyePoint in a form reasonably acceptable to EyePoint regarding the right during Licensee’s business hours use and disclosure of such Confidential Information. The results of each audit, if any, shall be binding on both Parties absent manifest error. Equinox shall bear the full cost of such audit, except in the event that the results of the audit reveal an underpayment of royalties to have Equinox under Section 4.3 of [***] or more over the period being audited, in which case documented and reasonable audit fees for such examination shall be paid by EyePoint. If such audit reveals an Accountant to audit and check at Licensee’s principal place underpayment of business upon no less than royalties, EyePoint shall pay any unpaid royalties within thirty (30) days advance written notice for a period not of the completion of the audit. If such audit reveals an overpayment of royalties, then at EyePoint’s election, Equinox shall either pay any overpaid royalties to exceed fourteen EyePoint within thirty (1430) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount completion of the license fees paid audit or payable hereunder. Under no circumstances EyePoint shall Licensor or the Accountant have the right to examine records relating credit such overpayment against future amounts payable to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, Equinox under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the AccountantAgreement.

Audit. Licensee shall keep For [XXXXX] after receipt of Net Revenue by Infoseek, Infoseek ----- will maintain records and maintain complete books, in accordance with generally accepted accounting principles, regarding Net Revenue. A nationally-recognized independent certified public accountant (not hired on a contingent-fee basis) selected and accurate books of account and records at its principal place of business in connection with each of paid for by Mpath may, subject to the Included Programs and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 confidentiality provisions of this Schedule. During Agreement, upon reasonable prior notice and during normal business hours, inspect the Term and for up to twenty-four (24) months thereafter, but records of Infoseek on which such reports are based no more than once during any twelve (12) month period[XXXXX] per calendar year and [XXXXX] within [XXXXX] after termination of this Agreement. If, Licensor shall have upon performing such audit, it is determined that Infoseek has underpaid Mpath, Infoseek will pay to Mpath the right during Licensee’s business hours to have an Accountant to audit and check at Licensee’s principal place amount of business upon no less than the underpayment within thirty (30) days advance written notice of completion of the audit. If, upon performing such audit, Infoseek has overpaid Mpath, Infoseek may offset the amount of any such overpayment against any balance owing from Infoseek to Mpath. If such offset is not commercially reasonable, Infoseek may invoice Mpath for a period not such amount and Mpath agrees to exceed fourteen pay such invoice within thirty (1430) days (provided days. Notwithstanding the requirement that Licensee is promptly responding to the Accountant’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary Mpath pay for the purpose audit, if such underpayment exceeds [XXXXX] of verifying the amounts due from Licensee Mpath in the period being audited, Infoseek will bear all reasonable expenses and costs of such audit up to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunderunderpayment. Under no circumstances Infoseek shall Licensor or have all of the Accountant have the right rights to examine records relating audit granted to Licensee’s business generally or Mpath in this Section 3.6 with respect to any other content for purposes of comparison or otherwiseGross Revenues (Mpath) collected by Chips & Bits and paid to Mpath pursuant to Section 3.5.1. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the Accountant.[XXXXX] CONFIDENTIAL TREATMENT REQUESTED OMITTED PORTIONS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

Audit. Licensee shall keep and maintain during the Term and one year thereafter complete and accurate books of account and records for the number of Authorized Subscribers during the Term at its principal place of business in connection with each of the Included Programs and pertaining to Licensee’s compliance with the terms hereof. Upon ten (10) business days’ notice, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During the Term and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month periodper calendar year, Licensor shall have the right during Licensee’s business hours to have an Accountant to a nationally recognized auditor audit and check (but not copy) at Licensee’s principal place of business upon no less than thirty (30) days advance written notice business, such records for the then-current year and the prior year. The exercise by Licensor of any right to audit or the acceptance by Licensor of any statement or payment, whether or not the subject of an audit, shall not bar Licensor from thereafter asserting a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests claim for documents and information)any balance due, and at Licensor’s sole expense, as necessary Licensee shall remain fully liable for any balance due under the purpose terms of verifying the amounts due from Licensee to Licensor hereunder, and this Agreement. Such audit shall be conducted in such a manner as that does not to interfere with the unreasonably interrupt Comcast’s normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunder. Under shall last no circumstances shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basislonger than 3090 days. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver shall provide the results of such audit to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion completion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If if an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, and upon agreement of the parties and execution and delivery by Licensor of a release that is acceptable to Licensee, Licensee shall immediately promptly pay the amount of underpaymentunderpayment at a rate equal to the lesser of one hundred ten percent (110%) of the Prime Rate and the maximum rate permitted by applicable law. If such error is in excess of ten percent (10% %) of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees duedue plus interest in accordance with the previous sentence, reimburse pay to Licensor for (i) the reasonable third party out-of-reasonable, out of pocket costs and expenses incurred by Licensor for in connection with any audit conducted such audit, and (ii) reasonable attorneys fees actually incurred by Licensor in enforcing the Accountantcollection thereof. In the event that the rate of interest set forth in this Section exceeds the maximum permitted legal interest rate, such rate shall be automatically reduced to the maximum permitted legal interest rate, and all other terms and conditions of this Agreement shall remain in full force and effect.

Audit. Licensee shall keep and maintain complete and accurate books The Licensor may, upon five (5) business days advance written notice specifying any time of account and records at its principal place of business in connection with each of the Included Programs and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During the Term and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor shall have the right day during Licensee’s business hours (or if Licensee has no set business hours then during the hours of 8AM to have an Accountant to audit and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents and information4PM), and at Licensor’s sole expenseeither itself or using a third party agent, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunder. Under no circumstances shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records at Licensee’s place of business for the purpose of verifying Licensee’s reports and compliance by Licensee in all other respects with this Agreement. In no event shall such audits be conducted hereunder more frequently than once every twelve (12) months and in no case shall Licensor be permitted to repeat an audit of books for a period previously audited unless Licensee has undergone a restatement of its records for that period. Notwithstanding the foregoing, Licensee will grant Licensor, or its auditor, access to all of Licensee’s records for all prior periods to the extent necessary to perform a proper audit. If any audit identifies an underpayment by Licensee, Licensee will promptly pay the underpayment to Licensor including interest as provided for in Section 4.03. If any audit identifies an overpayment by Licensee, Licensee may deduct such overpayment from the next scheduled payments due Licensor until such overpayment has been recovered by Licensee. If any audit leads to the discovery of an underpayment in respect of any Calendar Quarter of more than five percent (5%) between amounts due in respect of such quarter and amounts reported to be due by Licensee in its quarterly report for such quarter or otherwise reveals a previously undisclosed material breach of this Agreement, Licensee will, within thirty (30) days after written notice from the Licensor, reimburse the Licensor for all of its costs related to the audit. Otherwise, any audit will be at the Licensor’s expense. Licensee will, in any event and without regard to the size of the discrepancy, immediately pay to the Licensor the amount of any previous underpayment, including interest from the time such amount was due until paid in full in accordance with Section 4.03. Any audit conducted pursuant to this Section 5.05 will be conducted, at Licensor’s option, by the provisions Licensor itself or by an auditor selected by Licensor and reasonably acceptable to the Licensee. For the avoidance of any doubt, Licensor’s right to audit books under this Section 5.05 applies to all Affiliates that sell Licensed Products or practice Licensed Processes and to all Permitted Sublicensees to the same extent that it applies to Licensee. Failure by Licensee, an Affiliate or a Permitted Sublicensee to permit Licensor to conduct an audit as set forth in this Article 25 except in Section 5.05 will immediately give Licensor the case of courtright to suspend the non-ordered discovery in compliant party’s rights under the event of litigationPatent Rights until such time as said party becomes compliant with this Section 5.05. If an examination establishes an error in Licensor’s right to audit Licensee’s computation books in accordance with this Section 5.05 will extend until the earlier of license fees due with (i) two (2) years following the last commercial sale of a Licensed Product or (ii) three (3) years after the expiration or termination of this Agreement for any reason. With respect to any Licensor’s rights under a continuing Sublicense under Sections 2.03(A) and 2.03(E), Licensor’s right to audit the Included Programs, Licensee shall immediately pay Permitted Sublicensee’s books will extend for three (3) years after the amount expiration or termination of underpayment. If such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor said Sublicense for any audit conducted by the Accountantreason.

Audit. Licensee Throughout the term of this Contract Agreement, Contractor shall keep and maintain complete and accurate books of account and records at its principal place of business in connection with each submit to the CVB, within ninety (90) days of the Included Programs and pertaining to Licenseeclose of the Contractor’s compliance fiscal year, a certified audit from a certified public accountant covering the Contractor’s financial statements for its operations at the Facilities. In the event that the CVB is not satisfied with the terms hereofstatements on a generally accepted accounting principles basis (GAAP) presented herein, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During the Term and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor CVB shall have the right during Licenseeto conduct a special audit of the Contractor’s business hours to have an Accountant to audit books and check at Licensee’s principal place records, by auditors selected by the CVB. Should such audit(s) uncover a deficiency or deficiencies in payments from the CVB for any period covered, in excess of business upon no less than thirty one percent (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents and information1%), the total amount owing plus the cost of the audit shall be immediately due and at Licensor’s sole payable by the Contractor and shall not be expensed as a controllable expense. The Contractor shall permit the CVB, from time to time, as necessary for the purpose of verifying the amounts due from Licensee its Auditor deems necessary, to Licensor hereunderinspect and audit at any and all reasonable times, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s all books and records pertaining solely to the accuracy of the statements and other financial information delivered Contractor’s gross receipts to Licensor by Licensee with respect to the Licensed Content and verify the amount of gross receipts generated by the license fees paid Contractor on or payable hereunder. Under no circumstances from the Facilities, and shall Licensor supply the CVB with, or shall permit the Accountant have the right CVB to examine records relating to Licensee’s business generally or with respect to make, a copy of any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s such books and records constitute and contain confidential informationany portion thereof, and Licensorupon the request of the CVB’s Accountant must sign and deliver Director of Finance or functional successor or designee. The Designee shall notify the Contractor of the amount of any over or underpayment found. Any overpayment shall be a credit against any fee subsequently due, or at the CVB’s option, shall be refunded to Licensee a confidentiality agreement the CVB. In the event of an underpayment, the CVB shall pay to the Contractor the amount of such underpayment plus any costs incurred in a form acceptable to Licensee prior to engaging in any examination of Licenseeauditing the Contractor’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after The Contractor shall ensure that the date when Licensor receives such statement. If Licensor shall so examine LicenseeCVB’s books and recordsright to inspect, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating copy the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit LicenseeFacilities user’s books and records is a condition of any sublease or other than in accordance with arrangement under which any other person or entity is permitted to use or occupy the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the AccountantFacilities.

Audit. During the Term, and for a period of twenty-four (24) months thereafter, Licensor’s authorized independent representatives may, during regular business hours and upon reasonable advance written notice of at least twenty (20) Business Days to Licensee, audit such books and records of Licensee as are reasonably necessary to verify the accuracy of payments made to Licensor under this Agreement. Licensor’s representative shall be a third party independent nationally recognized cable audit, law or accounting firm designated by Licensor and approved by Licensee, such approval not to be unreasonably withheld, and such cable, audit, law or accounting firm and/or the individuals involved shall have executed appropriate confidentiality agreements in a form reasonably designated by Licensee prior to the commencement of an audit. Any such audit shall be at Licensor’s sole cost and expense. Licensor may not audit more than one time per year during the Term or more than one time after the expiration of the Term (and, so long as Licensee is promptly responding to the auditor’s reasonable requests for documents and information, no such audit shall continue for more than 45 calendar days), and any such audited information shall be subject to Section 17 of these Standard Terms and any such audit shall be conducted only during reasonable business hours and in such a manner as not unreasonably to interfere with the normal business activities of Licensee. Commencing as of the Effective Date, each audit shall be limited to the two Term Years prior to the then-current Term Year (it being understood that accounting statements covering periods prior to the Effective Date shall be governed by the Prior Agreement). Licensee shall keep and maintain complete and accurate books of account and records in connection with each Included Program. Licensee shall maintain such records with respect to each Included Program at its principal place of business in connection with each of the Included Programs and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During the Term and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor shall have the right during Licensee’s business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period not of four (4) years from the date of Licensee’s first exhibition of the particular Included Program. The acceptance by Licensor of any statement or payment shall be without prejudice to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents and information), and at any of Licensor’s sole expense, as necessary for the purpose of verifying the amounts due rights or remedies and shall not bar Licensor from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to thereafter disputing the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid any such payment or payable hereunder. Under no circumstances shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential informationstatement, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in shall remain fully liable for any examination balance due under the terms of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statementthis Agreement. If Licensor shall so examine audit Licensee’s books and records, then Licensor shall, within six (6) 6 months of the conclusion of such audit, inform Licensee Licensee, in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to therefrom (including a true copy of the auditor’s report), and, except for the claims set forth in such notice, all accountings statements rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered by such audit and any prior period shall be conclusive and binding on the parties and not subject to further audit. Notwithstanding anything to the contrary contained herein, no provision herein shall limit Licensor’s rights at law in the event that Licensee shall, in addition shall have concealed information from or provided false information or failed to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the Accountant.make available all pertinent information

Audit. Licensee Contractor shall keep maintain accurate and maintain complete records and accounts relating to Services provided hereunder, and, in accordance with generally-accepted accounting principles, complete and accurate books records of account expenses incurred sufficient to document the Fees and records Expenses invoiced to Company for at its principal place of business in connection with each least three (3) years following the date of the Included Programs invoice (“Records and pertaining Accounts”). Upon request by Company provided with reasonable prior notice, Contractor shall allow Company or Company’s authorized representatives to Licenseevisit Contractor’s facilities during normal business hours to observe and verify Contractor’s compliance with this Agreement, review the terms hereofRecords and Accounts, includinginspect those facilities of Contractor which are being utilized in the Services, without limitation, and/or to make copies of relevant records. Records and Accounts shall be maintained for a period of seven (7) years after the statements referred creation of the applicable Record or Account. In order to in Article 16 assure the quality of this Schedule. During Contractor’s performance of the Term and for up Services hereunder, Company will be entitled to twenty-four (24) months thereafter, but perform such audits no more than once during two (2) times in any twelve (12) month period; provided, Licensor shall have the right however, Company may also visit Contractor’s offices with reasonable frequency during Licensee’s normal business hours to have an Accountant discuss the progress of the Services. In the event said audits exceed two (2) times in any twelve (12) month period (such additional audits, “Additional Audits”), Contractor agrees to audit allow Company or its authorized representatives to conduct such Additional Audits; provided, however, that Company shall reimburse Contractor for Contractor’s costs and check at Licensee’s principal place expenses actually incurred by Contractor in connection with such Additional Audits. If Company discovers that Contractor has been overcharging Company as a result of business upon no less than thirty (30) days advance written notice for a period any audit, including any Additional Audit, Contractor will refund the amount of any overcharging that is not to exceed fourteen (14) days (provided that Licensee is promptly responding disputed in good faith by Company. Notwithstanding anything to the Accountant’s reasonable requests for documents and information)contrary in this Section 5.1, and at Licensor’s sole expense, as necessary for if the purpose amount of verifying any such undisputed overcharge exceeds 10% of the amounts actually due from Licensee to Licensor hereunderduring the period being audited, Contractor shall reimburse Company for Company’s costs of thereto and, if such overcharge was discovered during an Additional Audit, Company shall not be responsible for reimbursing Contractor for Contractor’s costs and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee expenses actually incurred with respect to the Licensed Content such Additional Audit. . All Records and the amount of the license fees paid or payable hereunder. Under no circumstances shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor Accounts shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating Confidential Information under the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the AccountantConfidentiality Agreement.

Audit. Licensee shall keep and maintain complete and accurate books of account and records at its principal place of business covering all transactions relating to this Agreement. Licensor and/or its duly authorized representatives shall have the right, at reasonable business hours and upon seven (7) business days notice, at the place where such records are normally maintained, to inspect, audit, examine and make copies of such books and records and all other documents and material in connection with each Licensee's possession or control regarding any transactions relating to this Agreement. Licensor may not audit Licensee more than once in any Contract Year unless prior audits have uncovered Royalty underpayments of the Included Programs five percent (5%) or more. 6.1 All books and pertaining records of Licensee relating to this Agreement shall be retained by Licensee’s compliance with the terms hereof, includingand made available for Licensor review, without limitation, copies for at least three (3) years following termination of this Agreement. 6.2 The receipt or acceptance by Licensor of any of the statements referred furnished or any payments made by Licensee pursuant to in Article 16 of this ScheduleAgreement shall not preclude Licensor from reviewing the books and records or from questioning the accuracy thereof. During the Term and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor shall have the right during Licensee’s business hours to have an Accountant no more than one time per annual period to audit Licensee's books to determine the correctness of payments/amounts due Licensor hereunder. The cost of said audit shall be borne by Licensor. However, if any audit reveals an underpayment by Licensee of five percent (5%) or more, Licensee shall pay forthwith (and check at Licensee’s principal place of business upon in no less event later than thirty five (305) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents and informationafter completion of said audit), and at Licensor’s sole expense, as necessary for the purpose cost of verifying the amounts due from Licensee to Licensor hereunderaudit, and in such a manner as not all payments found to interfere be due, with interest thereon, at the normal business activities rate of prime plus 3%, computed from the date said unpaid payments/amounts would have been due had they been properly accounted for until the date they are actually paid. 6.3 In the event that an audit or investigation of Licensee, Licensee’s 's books and records pertaining solely is made, certain confidential and proprietary information of Licensee may necessarily be made available to the accuracy of the statements person(s) conducting such audit or investigation. It is agreed that such confidential and other financial proprietary information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunder. Under no circumstances shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered retained in confidence by Licensee hereunderLicensor and its agents, employers and said accountings shall be binding upon Licensor representatives, and shall not be subject used by Licensor and its agents, employers and representatives or disclosed to any objection by Licensor for any reason unless specific objections, in writing, stating third party without the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such prior written objectionconsent of Licensee, unless suit is instituted within thirty-six (36) months after otherwise required by law. Notwithstanding the date rendered. Licensor shall have no rightforegoing, under common law such information may be used in any proceeding based on Licensee's failure to pay its actual Royalty Payments or otherwise, other obligations to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the AccountantLicensor.

Audit. Licensee shall keep keep, and maintain complete shall cause Sublicensees to keep, accurate records in sufficient detail such that the amount of any Sublicense Fee or royalty due and accurate books of account and records at its principal place of business in connection with each of the Included Programs and pertaining payable to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this ScheduleCARDIFF may be verified. During the Term term of this Agreement and for up to twenty-four (24) months a period of one year thereafter, but Licensee shall permit CARDIFF or its qualified representatives to inspect, copy, and audit its books and records, no more than once per calendar year, with respect only to Sublicense Payments received or the sale of Licensed Products, upon reasonable notice and during any twelve (12) month period, Licensor shall have the right during Licensee’s business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s hours. Such books and records pertaining solely to the accuracy of the include, but are not limited to, invoice registers and original invoices; product sales reports; price lists, sales ledgers; accounting general ledgers; sublicense and distributor agreements; price lists; product catalogues and marketing materials; financial statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content income tax returns; sales tax returns; and inventory and production records and shipping documents. Such examination shall be made at CARDIFF’s expense. If such examination determines an underpayment of [******] or more in the amount of the license fees paid royalty or payable hereunderother payments due CARDIFF for any year, then Licensee shall reimburse CARDIFF for reasonable out of pocket costs associated with such examination or audit, including any professional fees. Under no circumstances shall Licensor Conversely, if such examination determines an overpayment was made by Licensee, such overpayments will be refunded or the Accountant have the right to examine records relating to credited against future amounts owed by Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a No separate confidentiality agreement in a form acceptable will be required between the Parties to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make conduct such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other provided that any representatives of CARDIFF agree to be bound by confidentiality terms no less restrictive than in accordance with the provisions those set forth in this Article 25 except in 10 herein, and the case results of court-ordered discovery in the event of litigation. If an examination establishes an error in audit shall be treated as Licensee’s computation Confidential Information. The Parties agree that CARDIFF or its representative may keep a copy of license fees due all documents provided by Licensee hereunder and all documents created by CARDIFF or its representative in connection with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due examination or audit for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the Accountantarchival purposes.

Audit. Licensee The Franchisor or its representatives or agents shall keep have the right at any time during normal business hours, and maintain complete on Seventy-Two (72) hour prior notice to the Franchisee, to inspect, photograph, copy, request, receive and/or audit or cause to be inspected, copied, requested, received PTl/fa-5 9 and/or audited the business records, bookkeeping and accurate accounting records, sales, reports, financial statements and tax returns that the Franchisee is required to submit to the Franchisor hereunder along with the Franchisee's books of account and records at its principal place and those of business in connection with each any corporation or partnership to which the Franchisee has assigned this Agreement. If the Franchisor should determine that an audit is necessary during the term hereof or after the expiration or termination of the Included Programs franchise, the Franchisee will, upon notice, deliver to the Franchisor all required records and pertaining documents to Licensee’s compliance conduct such audit. The Franchisee shall fully cooperate with representatives of the terms Franchisor conducting any such audit. In the event that any such audit should disclose an understatement of Gross Revenue for any Period or Periods, the Franchisee shall pay, within fifteen (15) days after receipt of the audit report, the fees, contributions and any other amounts (including, without limitation, interest pursuant to Section 24.13 hereof) due upon the amount of such understatement. Further, in the event such audit is made necessary by the failure of the Franchisee to furnish reports, financial statements, tax returns or schedules as herein required, or if an understatement of Gross Revenue for any Period is determined by any such audit to be greater than two percent (2%) of the Gross Revenue for such Period disclosed by the audit, the Franchisee shall pay two (2) times the amount of the deficiency, in addition to reimbursing the Franchisor for the cost of such audit, including, without limitation, copies the charges of the statements referred to in Article 16 of this Schedule. During the Term and for up to twenty-four (24) months thereafterany independent accountants, but no more than once during any twelve (12) month period, Licensor shall have the right during Licensee’s business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents and information)legal fees, and at Licensor’s sole expensetravel expenses, as necessary for the purpose room, board and compensation of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid their employees or payable hereunder. Under no circumstances shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwiserepresentatives. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, foregoing remedies are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs all other rights and expenses incurred by Licensor for any audit conducted by the Accountant.remedies Franchisor may have under this Agreement or under applicable law. 4.11

Audit. Licensee Within ninety (90) days after each anniversary of the commencement date of this Agreement, Concessionaire shall keep and maintain complete and accurate books of account and records provide, at its principal place sole cost and expense, an audit by an independent certified public accountant, licensed in the State of business in connection with each Florida and acceptable to the City, of monthly Gross Revenues, as defined under Article 6.3. There may be no limitation on the scope of the Included Programs examination that would hinder the auditor in expressing his opinion as to the correctness and pertaining to Licensee’s compliance completeness of the reported revenues. The examination shall include a schedule of Gross Revenues and concession fees per month of Concessionaire's operations under this Agreement, prepared in accordance with the comprehensive basis of accounting defined under terms hereof, including, without limitation, copies of the statements referred Agreement and reported in format acceptable to the City. The auditor shall consider in determining scope, the appropriateness of classification of car rental revenues for rental agreements being written at Concessionaire locations (on or off Airport) that fall within the definition of Gross Revenues under Article 16 of 6.3 for any pickup or drop off activity at the Airport. The examination shall be conducted in accordance with generally accepted auditing standards. In addition, the examination shall also comprehend compliance procedures to determine whether accounting records and reports are being maintained in accordance with this ScheduleArticle 7. During The auditor shall report such procedures and findings in a separate letter to the Term and for up to twenty-four (24) months thereafter, but no more than once during any City. Any change in scope from that described above shall be included in the report. The first such examination shall cover twelve (12) full calendar months from the effective date of this Agreement. Each subsequent annual report shall cover successive twelve month period, Licensor periods. The last such report shall have include the right during Licensee’s business hours to have an Accountant to audit and check at Licensee’s principal place last day of business upon no less than thirty operations. Any unreported revenues determined by the certified report are considered due by the fifteenth (3015th) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy day of the statements and other financial information delivered month following the month during which the Gross Revenues were received or accrued. Delivery of an audit report containing a qualified opinion, an adverse opinion, or a disclaimer of opinion as defined in the Statements on Auditing Standards, or as same may from time to Licensor time be amended or superseded, issued by Licensee with respect to the Licensed Content and the amount Auditing Standards Board of the license fees paid American Institute of Certified Public Accountants, or payable hereunder. Under no circumstances shall Licensor any successor board or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential informationagency thereto, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in a material breach of this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the AccountantAgreement.

Audit. Licensee shall keep and maintain complete and accurate books of account and records at its principal place of business in connection with each of the Included Programs and pertaining to 7.1 At any time within six (6) years after a Licence Year, Licensor may request for Licensee’s compliance with certified accountant (the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During the Term and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor shall have the right during Licensee’s business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the “Audit Accountant’s reasonable requests for documents and information”), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, examine Licensee’s books and records pertaining solely to for the purposes of verifying the accuracy of the statements and other financial information delivered Financial Report (or lack thereof) rendered by Licensee to Licensor by Licensee with for that particular Licence Year. Such audit shall (i) require at least sixty (60) days’ prior written notice to Licensee; and (ii) can take place only once in respect to the Licensed Content and the amount of the license fees paid or payable hereunderaudited Licence Year. Under no circumstances Licensee shall Licensor or participate in the Accountant have audit process in good faith and provide reasonable assistance and cooperation. Licensee shall solely bear the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes full cost and expense of comparison or otherwise. the audit. 7.2 The Audit Accountant shall not be engaged on a contingency fee basis. issue the audit report to Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Licensee simultaneously. 7.3 Each audit report issued by the Audit Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months respect of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor audit shall be deemed to have consented to all accountings rendered by Licensee hereunder, final and said accountings shall be binding upon Licensor and Licensee as an account stated and shall not be subject to any claim or objection by Licensor for any reason either party unless the objecting party notifies the other party of its specific objections, in writingwritten objection to the applicable statement(s) within the audit report, stating the basis thereofthereof in reasonable detail within one (1) year after the date such audit report is rendered. 7.4 Licensor and Licensee shall both have the right to disclose and/or use the audit report in Court and before the Copyright Tribunal. 7.5 After the audit report is issued, (a) In the event that the audit is performed for a Licence Year which Licensee had failed to provide the Financial Report within six (6) months from the end of that Licence Year, are given to Licensee within twenty-four shall pay Licensor the licence fees established in the audit report. Late payment interest at ten per cent (2410%) per annum shall apply calculated commencing from nine (9) calendar months after the end of that audited Licence Year; and (b) If the audit report establishes an underpayment of licence fee under this Tariff Scheme due to Licensor, Licensee shall pay Licensor the actual corrected fees within sixty (60) days of the date rendered, and, after such written objection, unless suit is instituted within thirty-six of the audit report. Late payment interest at ten per cent (3610%) per annum shall apply calculated commencing from nine (9) calendar months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case end of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the Accountantthat audited Licence Year.

Audit. Licensee shall keep and maintain complete and accurate books of account and records at its principal place of business in connection with each of the Included Programs and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During the Term Upon ten (10) business days’ notice, and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month periodper calendar year, Licensor shall have the right during Licensee’s business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licenseebusiness, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunder. Under no circumstances shall The exercise by Licensor of any right to audit or the Accountant have acceptance by Licensor of any statement or payment, whether or not the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes subject of comparison or otherwise. The Accountant an audit, shall not be engaged on bar Licensor from thereafter asserting a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential informationclaim for any balance due, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in shall remain fully liable for any examination balance due under the terms of Licensee’s books and records. this Agreement; provided that Licensor may only make such an examination for not audit a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such period covered by a prior audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment, plus interest thereon from the date such payment was originally due at a rate equal to the lesser of one hundred ten percent (110%) of the Prime Rate and the maximum rate permitted by applicable law. If such error is in excess of 10% seven and one-half percent (7.5%) of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees duedue plus interest in accordance with the previous sentence, reimburse pay to Licensor for (i) the reasonable third party reasonable, out-of-pocket costs and expenses incurred by Licensor for in connection with any such audit, and (ii) reasonable attorneys fees actually incurred by Licensor in enforcing the collection thereof. In the event an audit conducted discloses an overpayment by Licensee, (a) such amount shall be offset against the Accountantunderpayment, if any, disclosed by such audit, (b) Licensee shall offset the amount, if any, by which such overpayment exceeds such underpayment against future VOD License Fees or DHE License Fees and (c) at the end of the Term, Licensor shall refund the portion of such overpayment, if any, not fully offset in accordance with the foregoing during the Term. In the event that the rate of interest set forth in this Section exceeds the maximum permitted legal interest rate, such rate shall be automatically reduced to the maximum permitted legal interest rate, and all other terms and conditions of this Agreement shall remain in full force and effect.

Audit. Licensee shall keep and maintain complete and accurate books of account and records at its principal place of business in connection with each of the Included Programs and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During the Term Upon ten (10) Business Days’ notice, and for up to twenty-four (24) months thereafter, but no more than once during any each twelve (12) month period, Licensor shall have the right during Licensee’s business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licenseebusiness, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunder. Under no circumstances shall The exercise by Licensor of any right to audit or the Accountant have acceptance by Licensor of any statement or payment, whether or not the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes subject of comparison or otherwise. The Accountant an audit, shall not be engaged on bar Licensor from thereafter asserting a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential informationclaim for any balance due, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor remain fully liable for any reason unless specific objections, in writing, stating balance due under the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in terms of this Article 25 except in the case of court-ordered discovery in the event of litigationAgreement. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment, plus interest thereon from the date such payment was originally due at a rate equal to the lesser of one hundred ten percent (110%) of the Prime Rate and the maximum rate permitted by applicable law. If such error is in excess of 10% five percent (5%) of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees duedue plus interest in accordance with the previous sentence, reimburse pay to Licensor for (i) the reasonable third party reasonable, out-of-pocket costs and expenses incurred by Licensor for in connection with any audit conducted such audit, and (ii) reasonable attorneys fees actually incurred by Licensor in enforcing the Accountantcollection thereof. In the event that the rate of interest set forth in this Section exceeds the maximum permitted legal interest rate, such rate shall be automatically reduced to the maximum permitted legal interest rate, and all other terms and conditions of this Agreement shall remain in full force and effect. [Prime rate is not established in our PPV and VOD agreement.]

Audit. Licensee shall keep and maintain complete all relevant information and accurate books of account and records documents at its principal place of business in connection with each of the Included Programs and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 15 of this Schedule. During the Term and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor shall have the right to engage an accounting firm (which shall be an independent representative and which the parties acknowledge includes Sargoy ▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, Pricewaterhouse Coopers LLP, KPMG LLP and Ernst & Young LLP) during Licensee’s normal business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licenseebusiness, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunder. Under no circumstances shall ; provided, however, that Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver entitled to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging conduct more than one such audit in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four twelve (2412) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigationmonth period. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment, plus interest thereon from the date such payment was originally due at a rate equal to the lesser of two percent (2%) plus the Prime Rate and the maximum rate permitted by applicable law. If such error is in excess of ten percent (10% %) of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees duedue plus interest in accordance with the previous sentence, reimburse pay to Licensor for (i) the reasonable third party out-of-pocket third party costs and expenses incurred by Licensor for any audit, and (ii) reasonable out-of-pocket attorneys fees incurred by Licensor in enforcing the collection thereof. In the event that the rate of interest set forth in this Section exceeds the maximum permitted legal interest rate, such rate shall be automatically reduced to the maximum permitted legal interest rate, and all other terms and conditions of this Agreement shall remain in full force and effect. Licensor’s claims related to an audit conducted by shall be waived if Licensor fails to make any claim based on such audit within twelve (12) months after the Accountantcompletion of the audit; provided, however, that the auditor has timely received all relevant information and documents requested from Licensee.

Audit. Licensee Comcast shall keep and maintain complete and accurate books of account and records at its principal place of business in connection with each of the Included Programs Program assets and pertaining to LicenseeComcast’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this ScheduleSection 21. During the Term Upon ten (10) business days’ written notice, and for up to twenty-four (24) months thereafter, but no more than once per calendar year during any twelve the Term and once during the two (122) month periodyear period following the end of the Term, Licensor Studio shall have the right during Licensee’s business hours to have an Accountant to audit and check at LicenseeComcast’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents and information)business, and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, LicenseeComcast’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunderhereunder in the then current calendar year and immediately preceding calendar year and Comcast’s compliance with this Agreement. Under no circumstances Any audit hereunder will be conducted only by a nationally recognized audit or accounting firm (provided that such firm shall Licensor agree to confidentiality provisions substantially similar to those set forth in Section 28). No portion of the compensation for any such audit or accounting firm shall be contingent upon the results of such audit. Subject to the terms of this Section 21 and other than payments made in satisfaction of an audit, the exercise by Studio of any right to audit or the Accountant have acceptance by Studio of any statement or payment, whether or not the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes subject of comparison or otherwise. The Accountant an audit, shall not be engaged on bar Studio from thereafter asserting a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential informationclaim for any balance due, and Licensor’s Accountant must sign and deliver Comcast shall remain fully liable for any balance due under the terms of this Agreement. Studio shall provide the results of such audit to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement Comcast within twenty-four three (243) months after of conducting the date when Licensor receives audit and any such statementinformation shall be deemed confidential information of Comcast in accordance with Section 28. If Licensor shall so examine Licensee’s books and records, then Licensor shall, Studio must make any claim against Comcast within six (6) months of after Studio receives the conclusion of final results from any such auditaudit (but in no case later than eight (8) months after Studio’s representatives last leave Comcast’s offices). If a claim is not made within any limitation set forth herein, inform Licensee in writing of any claim resulting therefrom. Licensor then the Fee payments and all reports required hereunder shall be deemed final and incontestable, and Studio will be deemed to have consented to all accountings rendered by Licensee hereunder, forever and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no conclusively waived its right, under common law whether known or otherwiseunknown, to examine or audit Licensee’s books and records other than in accordance with collect any shortfalls from Comcast for the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigationperiod(s) audited. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is a confirmed discrepancy in excess of ten percent (10% %) of such the license fees due for the period covered by such audit is revealed by any such audit, Licensee Comcast shall, in addition to making immediate prompt payment of the additional license fees dueamount of such discrepancy, reimburse Licensor for pay to Studio (i) the reasonable third party reasonable, documented out-of-pocket costs and expenses incurred by Licensor Studio for any such audit, and (ii) reasonable attorney’s fees actually incurred by Studio in enforcing the collection thereof. Any overpayment identified by such audit conducted shall, at Comcast’s election, either (a) be taken as a credit by Comcast against future license fees payable hereunder; or (b) be paid by Studio to Comcast within thirty (30) days after Studio’s receipt of the Accountantaudit report.

Audit. Licensee shall keep and maintain complete and accurate books of account and records at its principal place of business in connection with each of the Included Programs and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule8.1. During the Term and for up to twenty-four one (241) months year thereafter, but no more than once during any twelve (12) month period, Licensor shall have the right right, upon at least ten (10) business days written notice to Licensee and no more than once per calendar year, to inspect Licensee's books and records in the possession of or under the control of Licensee solely with respect to the calculation of the Royalty, during Licensee’s 's regular business hours to have an Accountant to audit and check at without any unreasonable disruption of Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents and information)business, and at Licensorthe place or places where such records are normally retained by Licensee. While on Licensee’s sole expensepremises, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder(or its qualified third-party auditor) shall at all times comply with Licensee’s rules, regulations, and in such a manner as not policies, including security requirements, and shall be subject to interfere with the normal business activities of Licensee, supervision by Licensee’s personnel. The on-premises portion of any audit shall be limited to ten (10) business days; provided that during such period Licensee has provided all records necessary to verify the calculation of the Royalty. Any third party auditors retained by Licensor shall be reputable, independent accounting or auditing firms. No audit may cover any period covered by a previous audit or cover a period spanning more than two (2) years prior to commencement of the audit. Licensor shall be permitted to make copies of the books and records pertaining solely made available to it and extracts therefrom. The results and proceeds of any audit shall be provided to Licensee and deemed Licensee's confidential information to be used only in Licensor's efforts to enforce compliance with the Agreement. 8.2. Any claim with respect to an audit must be made within nine (9) months following the date Licensor (or its third-party auditor) had been provided access to the information necessary to confirm the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to calculation of the Licensed Content and Royalty. In the event that an audit reveals a discrepancy in the amount of the license fees paid or payable hereunder. Under no circumstances shall Royalty owed Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programsfrom what was actually paid, Licensee shall immediately pay such discrepancy, plus interest, calculated at the amount of underpaymentrate equal [REDACTED] PERCENT ([REDACTED]%) per annum calculated pro rata on a daily basis, but not to exceed the maximum rate allowed by law. If In the event that such error discrepancy is in excess of 10% of such license fees due for the period covered by such audit[REDACTED] UNITED STATES DOLLARS ($[REDACTED]), Licensee shall, in addition to making immediate payment of the additional license fees due, shall also reimburse Licensor for the reasonable third party out-of-pocket actual, reasonable, and documented costs of such audit. 8.3. All books and expenses incurred by records relative to Licensee's calculation of the Royalty hereunder shall be maintained and kept accessible and available to Licensor for any audit conducted by the Accountantinspection for at least one (1) year after expiration or termination of this Agreement.

Audit. Licensee GSL and its Affiliates shall keep and maintain complete and accurate books records of account the underlying revenue and records expense data relating to the calculations of Net Sales and payments required under this Agreement for from the end of the Calendar Quarter in which the Net Sales were accrued. Lipocine shall have the right, at its principal place of business in connection with each of the Included Programs own expense and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During the Term and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month periodper year, Licensor shall have the right during Licensee’s business hours to have an Accountant independent, certified public accountant, selected by Lipocine and reasonably acceptable to audit GSL, review all such records upon reasonable notice and check at Licensee’s principal place during regular business hours and under obligations of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents and information)strict confidence, and at Licensor’s sole expense, as necessary for the sole purpose of verifying the amounts due from Licensee to Licensor hereunderbasis and accuracy of payments required and made under this Agreement within the prior period, and identifying any inaccuracies. The Audit shall be completed within a time period which GSL shall act in good faith providing reasonable efforts to support the timeline. No Calendar Quarter may be audited more than one time. Notwithstanding the foregoing, Before beginning its audit, the independent public accountant shall enter into a confidentiality agreement acceptable to GSL pursuant to which such a manner as not independent public accountant shall keep confidential all information reviewed during such audit. The independent public accountant shall disclose to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to each Party (a) the accuracy of Net Sales reported and the statements basis for royalty and other financial information delivered payments made to Licensor by Licensee with respect Lipocine under this Agreement and (b) the difference, if any, such reported and paid amounts vary from amounts determined as a result of the audit GSL shall be entitled to receive a copy of each audit report promptly from the Licensed Content and appointed Auditor. Should the inspection show a payment inaccuracy to L▇▇▇▇▇▇▇’s detriment, then GSL shall pay the amount of the license fees paid or payable hereunderdiscrepancy within days after being notified thereof and upon receipt of an invoice. Under no circumstances Lipocine shall Licensor or pay the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months costs of the conclusion inspection unless the discrepancy to Lipocine’s detriment is the greater of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered audited, in which case GSL shall pay to Lipocine the actual costs charged by such auditaccountant for such inspection. In case of an overpayment by GSL, Licensee shall, in addition Lipocine shall issue a credit to making immediate payment of the additional license fees due, reimburse Licensor GSL for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the Accountantreported overpayment.

Audit. Licensee shall keep and maintain complete and accurate books of account and records at At its principal place of business in connection with each of office, the Included Programs Company shall maintain the usual and pertaining sufficient records showing its actions under this Agreement to Licenseeenable Columbia to determine the Company’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of its obligations under this ScheduleAgreement. During the Term and for up to twenty-four (24) months thereafter, Upon reasonable advance notice but no not more than once during any twelve per calendar year, Columbia may at its expense (12except as provided below) month periodhave a certified public accountant or auditor and an attorney (each as to whom the Company has no reasonable objection and who agrees to enter and does enter into the Company’s standard form of confidentiality and nondisclosure agreement, Licensor shall have the right during Licensee’s business hours to have an Accountant to audit provided such agreement includes reasonable terms and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary conditions for the purpose purposes of verifying conducting an audit) audit the amounts due from Licensee records to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to verify the accuracy of the statements amounts paid under this Agreement. In an audit review, Columbia may cover any calendar quarter or year up to seven (7) years before the first day of the calendar quarter in which Columbia requests the review, provided no prior audit review covered such calendar quarter or year. If the review shows the Company has underpaid in any of the following ways: (i) by five percent (5%) or more concerning any calendar quarter, or (ii) by more than $25,000.00 for any calendar quarter, or (iii) by an aggregate of $50,000 or more for any calendar year, then the Company shall pay, no later than ten days after a demand by Columbia, the costs and other financial information delivered to Licensor expenses of the review (including the fees charged by Licensee with respect to Columbia’s accountant and attorney involved in the Licensed Content and review). If the review shows the Company has underpaid, then the Company shall pay, no later than ten days after a demand by Columbia the amount of any underpayment and any interest on the license fees paid underpayment. The Company shall cooperate fully with Columbia’s accountant or payable hereunderauditor and attorney in connection with any such review. Under no circumstances During the review, the Company shall Licensor provide Columbia’s accountant or auditor and attorney with all reasonably requested information to allow the Accountant have accountant or auditor and attorney to audit and test the right records for completeness. That information includes but is not limited to examine records information relating to Licensee’s business generally or sales, inventory, manufacturing, purchasing, transfer records, customer lists, invoices, purchase orders, sales orders, shipping documentation, third-party royalty reports, cost information, pricing policies, and agreements with respect to any other content for purposes third parties (including the Sublicensees, the Designees, the Affiliates of comparison or otherwisethe Company, the Sublicensees, and the Designees, and the customers). The Accountant Company may require the accountant or auditor and attorney to agree to hold the Company records in confidence; however, the accountant or auditor and attorney may share the information with Columbia. Columbia shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver keep the information in confidence according to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the AccountantSection 7.

Audit. Licensee shall keep and maintain complete and accurate books of account and records at its principal place of business in connection with each of the Included Licensed Programs and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During the Term and for up to twenty-four Upon thirty (2430) months thereafter, but no more than once during any twelve (12) month perioddays prior written notice, Licensor shall have the right during Licensee’s business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licenseebusiness, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered described in Article 16. The exercise by Licensor of any right to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunder. Under no circumstances shall Licensor audit or the Accountant have acceptance by Licensor of any statement or payment, whether or not the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes subject of comparison or otherwise. The Accountant an audit, shall not be engaged on bar Licensor from thereafter asserting a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential informationclaim for any balance due, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor remain fully liable for any reason unless specific objections, in writing, stating balance due under the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in terms of this Article 25 except in the case of court-ordered discovery in the event of litigationAgreement. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Licensed Programs, Licensee shall immediately pay the amount of underpayment, plus interest thereon from the date such payment was originally due at a rate equal to the lesser of one hundred ten percent (110%) of the Prime Rate and the maximum rate permitted by applicable law. If such error is in excess of 105% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees duedue plus interest in accordance with the previous sentence, reimburse pay to Licensor for (i) the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit, and (ii) reasonable attorneys fees incurred by Licensor in enforcing the collection thereof. In the event that the rate of interest set forth in this Section exceeds the maximum permitted legal interest rate, such rate shall be automatically reduced to the maximum permitted legal interest rate, and all other terms and conditions of this Agreement shall remain in full force and effect. Licensor acknowledges that all information gathered via its audit conducted rights shall be considered confidential information of Licensee and may not be used by Licensor, except as necessary for the Accountantadministration and enforcement of this Agreement, nor may it be disclosed to any unrelated third party (excluding Licensor’s accountant and attorneys) without the prior written consent of Licensee.

Audit. Licensee shall keep and maintain complete and accurate books After delivery to Landlord of account and records at its principal place of business in connection with each of the Included Programs and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During the Term and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor shall have the right during Licensee’s business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than least thirty (30) days advance prior written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents notice, Tenant, at its sole cost and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunder. Under no circumstances shall Licensor or the Accountant have the right to examine and/or audit the books and records evidencing such costs and expenses for the previous one (1) calendar year (excluding the books relating to Licenseeany self-insured retention program (if any) so long as the insurance costs do not exceed the third party insurance costs for similar projects in the vicinity of the Premises), during Landlord’s ordinary business generally or hours but not more frequently than once during any calendar year. Notwithstanding the foregoing, Tenant may only audit the books and records of Landlord with respect to the Premises and/or the Lease so long as Tenant fully complies with all of the following requirements: (i) any other content for purposes of comparison audit by Tenant shall be conducted by an accounting or otherwise. The Accountant shall audit firm not be engaged compensated on a contingency fee basis. Licensor acknowledges that Licenseebasis or by a qualified employee of Tenant; (ii) any audit shall be conducted in Landlord’s offices during ordinary business hours, and after delivery to Landlord of at least thirty (30) days’ prior written notice; (iii) Tenant may only audit the books and records for the previous one (1) year period in question and after the lapse of one (1) year from the date on which Landlord delivers to Tenant any accounting or statement regarding any rental payments to be made by Tenant under this Lease, Tenant shall not have any right or ability to audit Landlord’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay such rental payments or charges; and (iv) if it is determined through such audit that the amount of underpayment. If such error is in excess of 10% of such license fees due the expenses actually paid by Tenant to Landlord for the period covered in question have not been overstated by such audit, Licensee shall, in addition to making immediate payment an amount that is more than five percent (5%) of the additional license fees dueaggregate of such expenses, then Tenant shall pay to Landlord within thirty (30) days after such determination, and reimburse Licensor for Landlord for, the reasonable third party reasonable, out-of-pocket costs and expenses incurred by Licensor Landlord in connection with such audit, including without limitation, additional costs attributable to the time spent by Landlord’s property management company’s staff in connection with such audit, as such costs are reasonably determined by Landlord; provided, Landlord shall promptly pay to Tenant the amount by which such expenses had been overstated. If it is determined that Landlord overcharged Tenant by more than five percent (5%), Landlord shall reimburse Tenant for the reasonable costs and expenses incurred by Tenant in connection with such audit as evidenced by appropriate invoices; provided that such amount shall in no event exceed Seven Thousand Five Hundred Dollars ($7,500.00). Landlord and Tenant shall use their commercially reasonable efforts to cooperate in such negotiations and to promptly resolve any audit conducted by discrepancies between Landlord and Tenant in the Accountantaccounting of such costs and expenses.

Audit. Licensee AGT shall, and shall cause its Affiliates to, keep and maintain complete and accurate books of account and records at its principal place pertaining to Net Sales of business Licensed Products in connection with each sufficient detail to calculate all amounts payable hereunder. Such records shall be kept for (a) [ * ] following the end of the Included Programs and pertaining Calendar Quarter to Licensee’s compliance with the terms hereofwhich they pertain, including, without limitation, copies of the statements referred to in Article 16 of this Scheduleor (b) such longer period as may be required under Applicable Law. During the Term and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor shall have the right during Licensee’s business hours to have an Accountant independent, nationally recognized, certified public accountant reasonably acceptable to AGT audit AGT’s records to confirm Net Sales, royalties, and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice Net Sales-based milestone payments for a period covering not more than [ * ] years following the Calendar Quarter to exceed fourteen which they pertain. Such audits may be conducted during normal business hours upon reasonable prior written notice to AGT, and, except for cause, may not (14a) days be conducted more than [ * ] in any [ * ] period or (provided that Licensee is promptly responding b) [ * ]. The accountant shall disclose to Licensor only whether the reports are correct or not, and the specific details concerning any discrepancies and shall not disclose AGT’s Confidential Information to Licensor, except to the Accountantextent such disclosure is necessary to convey such discrepancies. The accountant shall enter into a customary confidentiality agreement with AGT. If there is no dispute regarding such audit and such audit concludes that (i) additional amounts were owed by AGT, then AGT shall pay the additional amounts, together with interest from the date originally due as provided in Section 7.8 within [ * ] days after invoicing following the accountant’s reasonable requests for documents and information)report, and at Licensor’s sole expenseor (ii) excess payments were made by AGT, as necessary for the purpose of verifying the amounts due from Licensee then AGT may credit such excess payments against payment payable to Licensor hereunderunder this Agreement (or, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered if insufficient future payments to Licensor are anticipated under this Agreement, Licensor shall pay such amounts within [ * ] days after invoicing by Licensee with respect to AGT). Licensor shall bear the Licensed Content and cost of such audit unless such audit discloses an underpayment by AGT of more than [ * ] of the amount of royalties or other payments due under this Agreement for the license audited period, in which case, AGT shall bear the reasonable fees paid or payable hereunder. Under no circumstances shall by Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content such auditor for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the Accountant.

Audit. Licensee shall keep and maintain complete and accurate books of account and records at its principal place of business in connection with each of the Included Programs and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During the Term Upon ten (10) business days’ notice, and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month periodper calendar year, Licensor shall have the right during Licensee’s business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licenseebusiness, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunder. Under no circumstances shall The exercise by Licensor of any right to audit or the Accountant have acceptance by Licensor of any statement or payment, whether or not the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes subject of comparison or otherwise. The Accountant an audit, shall not be engaged on bar Licensor from thereafter asserting a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential informationclaim for any balance due, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor remain fully liable for any reason unless specific objections, in writing, stating balance due under the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in terms of this Article 25 except in the case of court-ordered discovery in the event of litigationAgreement. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment, plus interest thereon from the date such payment was originally due at a rate equal to the lesser of one hundred ten percent (110%) of the Prime Rate and the maximum rate permitted by applicable law. If such error is in excess of 10% five percent (5%) of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees duedue plus interest in accordance with the previous sentence, reimburse pay to Licensor for (i) the reasonable third party reasonable, out-of-pocket costs and expenses incurred by Licensor for in connection with any audit conducted such audit, and (ii) reasonable attorneys fees actually incurred by Licensor in enforcing the Accountantcollection thereof. In the event that the rate of interest set forth in this Section exceeds the maximum permitted legal interest rate, such rate shall be automatically reduced to the maximum permitted legal interest rate, and all other terms and conditions of this Agreement shall remain in full force and effect.

Audit. At the reasonable request and sole expense of Licensors within two (2) years after receiving any Payment Statement, Licensee shall keep permit an independent certified public accountant designated by Licensors and maintain complete reasonably acceptable to Licensee (the “Auditor”) to access Licensees’s records upon reasonable notice to Licensee and accurate books of account and records at its principal place of business in connection with each of the Included Programs and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During the Term and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor shall have the right during Licensee’s Licensees’ normal business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary solely for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and Royalty Payment made in connection with such Payment Statement. The auditor must conduct such audit in a manner as not designed to interfere with the minimize disruption of Licensee’s normal business activities of Licensee, operations. All information and materials available to or otherwise obtained or prepared by or for the Auditor in connection with such audit will be deemed Licensee’s books Confidential Information and records pertaining solely will be subject to the Auditor’s entry, prior to conducting the audit, into a written agreement with Licensee containing confidentiality and restricted use obligations at least as restrictive as those set out in Article 8, Confidentiality. Licensors may not exercise this right more than once in any calendar year and the Auditor may only disclose to Licensors information limited to the accuracy of the statements Payment Statement and other financial information delivered to Licensor by Licensee with respect to any deficiency in the Licensed Content and payment made, or any overpayment. Licensors shall not compensate the amount Auditor in whole or in part, contingent on the outcome of the license fees paid or payable hereunderaudit. Under no circumstances Licensors shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver provide to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination copy of Licenseethe Auditor’s books and records. Licensor may only make such an examination for a particular statement audit report within twenty-four ten (2410) months after Business Days of Licensor’s receipt of the date when Licensor receives such statementreport. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered report shows that payments made by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programsdeficient, Licensee shall immediately pay Licensors the deficient amount within fifteen (15) days after Licensee’s receipt of underpaymentthe audit report. If such error is the report shows that payments made by Licensee are in excess of 10% of such license fees due for the period covered by such auditrequired payment, Licensors shall pay Licensee shall, in addition to making immediate payment the excess amount within [***] days after Licensors’ receipt of the additional license audit report. Further, if the audit for an annual period shows an under-reporting or underpayment or an overcharge by any party for that period of in excess of [***] of the amounts properly determined, the underpaying or overcharging Party, as the case may be, shall reimburse the party conducting the audit for its respective audit fees due, reimburse Licensor for the and reasonable third party out-of-pocket costs expenses in connection with said audit, which reimbursement shall be made within [***] days of receiving appropriate invoices and expenses incurred other support for such audit- related costs. The failure of Licensors to request verification of any Payment Statement during the [***] period after receipt of such Payment Statement is deemed acceptance by Licensor for any audit conducted Licensors of the accuracy of the Payment Statement and the payments made by Licensee in accordance with the AccountantPayment Statement.

Audit. Licensee Shionogi shall and Shionogi shall cause its Affiliates and Sublicensees to keep and maintain complete and accurate books of account and records at its principal place of business in connection with each of the Included Programs underlying revenue and pertaining expense data relating to Licenseethe calculations of Net Sales and payments as are necessary to ascertain Shionogi’s compliance with this Agreement, including such records that are necessary to verify royalty payments owed. Amylin shall have the terms hereofright, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During the Term at its own expense and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month periodper year, Licensor shall have the right during Licensee’s business hours to have an Accountant independent, certified public accountant, selected by Amylin and reasonably acceptable to audit and check at Licensee’s principal place of business Shionogi, review all such records upon reasonable notice (which shall be no less than thirty (30) days advance prior written notice for a period not to exceed fourteen (14notice) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents and information)during regular business hours and under obligations of strict confidence, and at Licensor’s sole expense, as necessary for the sole purpose of verifying the amounts due from Licensee to Licensor hereunder, basis and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy of payments required and made under this Agreement within the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunder. Under no circumstances shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after month period. No calendar year may be audited more than one time. Notwithstanding the date rendered. Licensor shall have no rightforegoing, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event that Shionogi restates its earnings, and such restatement would impact the royalty due to Amylin for any period(s) previously audited, or Shionogi revises a report or makes a further payment for a period for which a report or payment was previously provided or due to Amylin under Section 5.5, which report or payment reflects a material change in the amount of litigation. If an examination establishes an error in Licensee’s computation of license fees royalties due for the prior period and Amylin has previously audited such period, then Amylin shall have the right to re-audit the affected time period(s) solely with respect to verifying the effect, if any, such restatement or revision has on royalties due with respect to such period(s). Shionogi shall receive a copy of each audit report promptly from Amylin. Should the Included Programsinspection lead to the discovery of a discrepancy to Amylin’s detriment, Licensee Shionogi shall immediately pay the amount of underpayment. If such error the discrepancy within thirty (30) days after being notified thereof Amylin shall pay the full cost of the inspection unless the discrepancy is greater than five percent (5%), in excess of 10% of such license fees due for which case Shionogi shall pay to Amylin the period covered actual cost charged by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor accountant for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the Accountantsuch inspection.

Audit. Licensee shall keep (a) At the reasonable request, and maintain complete and accurate books sole expense, of account and records at its principal place of business in connection with each of the Included Programs and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During the Term and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor shall have the right during Licensee’s business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than within thirty (30) days advance Business Days after receiving the royalty payment pursuant to Section 4.1 hereof, Licensees shall permit an independent certified public accountant designated by Licensor and reasonably acceptable to Licensees (the “Auditor”), to access Licensees’ records maintained pursuant to Section 4.4 upon not less than five (5) Business Days' prior written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents Licensees and information), and at Licensor’s sole expense, as necessary during Licensees’ normal business hours solely for the purpose of verifying the amounts due from Licensee royalty payments remitted hereunder. The Auditor must conduct such audit in a manner designed to minimize disruption of Licensees’ normal business operations. All information and materials made available to or otherwise obtained or prepared by or for the Auditor in connection with such audit will be deemed Licensees’ Confidential Information and will be subject to the Auditor’s entry, prior to conducting the audit, into a written agreement with Licensees containing confidentiality and restricted use obligations at least as restrictive as those set out in Section 7 hereof. Notwithstanding the foregoing, Licensees shall not be required to provide access to or otherwise provide information in respect of Licensees’ records to the extent such information are protected by HIPAA. Licensor may not exercise this right more than once and the Auditor may only disclose to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely information limited to the accuracy of the statements and other financial information report delivered to Licensor by Licensee with respect pursuant to Section 4.1 and any deficiency in the Licensed Content and the amount of the license fees paid royalty payment made, or payable hereunder. Under no circumstances shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefromoverpayment. Licensor shall not compensate the Auditor (in whole or in part) contingent on the outcome of the audit. (b) Licensor shall provide to Licensees a copy of the Auditor's audit report within two (2) Business Day of Licensor's receipt of the report. If the report shows that royalty payments made by Licensees are deficient, Licensees shall pay Licensor the deficient amount within five (5) Business Days after Licensees’ receipt of the audit report. If the report shows that payments made by Licensees are in excess of the required royalty payment, Licensor shall return any such excess amount to Licensees within five (5) Business Days after Licensor’s receipt of the audit report. (c) The failure of Licensor to exercise its rights under Section 4.5(a) within thirty (30) Business Days after receiving the royalty payment pursuant to Section 4.1 shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection acceptance by Licensor for any reason unless specific objections, in writing, stating of the basis thereof, are given to Licensee within twenty-four (24) months after accuracy of the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after report and the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than royalty payment made by Licensees in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the AccountantSection 4.1 hereof.

Audit. Licensee shall keep and maintain at all times true and complete records and accurate books of account together with all other information relevant to the Included Programs, the provisions of this Agreement and records Licensee’s compliance with the terms hereof.28 Licensor or its designee shall have the right at its any time during or after the Term,29 upon reasonable written notice to Licensee, during business hours to audit, check and copy, at Licensee’s principal place of business in connection with each of the Included Programs business, Licensee’s books and records, including relevant electronic data and systems data, pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies the accuracy of the statements referred and reports delivered to in Article 16 of Licensor by Licensee pursuant to this Schedule. During the Term and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor shall have the right during Licensee’s business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents and information)Agreement, and at Licensor’s sole expense, as necessary for the purpose amount of verifying the amounts License Fees due from Licensee or payable hereunder and to Licensor hereunder, and in such a manner as not to interfere ensure compliance with the normal business activities Basic Television License Agreement. In addition, Licensee shall cause its Affiliated Institutions [and Affiliated Systems] to permit Licensor to audit, check and copy, at such entities’ respective principal places of Licenseebusiness, Licensee’s their books and records pertaining solely to the accuracy of the statements and other financial information reports delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunder. Under no circumstances shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or Licensee.30 If any such audit reveals an error with respect to any other content for purposes item bearing upon the License Fees due or payable to Licensor, Licensee shall re-compute and make immediate payment of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential informationthe License Fees due under this Agreement, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after together with interest thereon, compounded monthly from the date when Licensor receives on which such statement. If Licensor License Fees shall so examine Licensee’s books have first been due and recordspayable hereunder, then Licensor shall, within six at a rate equal to the lesser of (6i) months 110% of the conclusion of such audit[Prime Rate] and (ii) the maximum rate permitted by applicable law. Additionally, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees that the actual License Fees due with respect under this Agreement for any period exceed the License Fees reported by Licensee to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees be due for the such period covered by such audit, 5% or more,31 Licensee shall, in addition to making immediate payment of the additional license fees dueLicense Fees due plus interest in accordance with the previous sentence, reimburse pay to Licensor for the reasonable third party out-of-pocket (a) all costs and expenses incurred by Licensor for the review and audit in respect of such period, and (b) attorneys’ fees32 incurred by Licensor in enforcing the collection thereof. The exercise by Licensor of any right to check, copy or to audit conducted at any time(s) or the acceptance by Licensor of any statement or payment, shall be without prejudice to any of Licensor’s rights or remedies and shall not bar Licensor from thereafter disputing the Accountantaccuracy of any such payment or statement, and Licensee shall remain fully liable for any balance due under the terms of this Agreement.

Audit. Licensee shall keep and maintain complete and accurate books of account and records At its option, Lessor may at its principal place of business in connection with each of the Included Programs and pertaining to Licensee’s compliance with the terms hereofany time, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During the Term and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor shall have the right during Licensee’s business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no not less than thirty (30) days advance days, prior written notice to Lessee, arrange for an auditor selected by Lessor to conduct a complete audit (including a physical inventory) of the entire records and operations of Lessee included in Gross Revenues from the Premises during the period not to exceed fourteen (14) days (provided that Licensee is promptly responding covered by any statement issued by Lessee. Lessee shall make available to the AccountantLessor’s reasonable requests for documents and information)auditor at the Premises or Lessee’s main accounting office on the day set forth in Lessor’s notice, requiring such audit, all of the financial records, source documents, variance reports, general ledgers, management reports, arrearage reports, check registers, and at Licensor’s sole expense, as any other materials which such auditor deems necessary or desirable for the purpose of verifying performing such audit. Lessee shall promptly pay to Lessor the amounts due from Licensee amount of any deficiency in Base Rent and/or Ticket Surcharge payments disclosed by any such audit. If such audit shall disclose that Lessee’s statement of Gross Revenues is at variance to Licensor hereunderthe extent of five percent (5%) or more, Lessor may ▇▇▇▇ to Lessee the cost of such audit, which Lessee shall pay within thirty (30) days after Lessee’s receipt of Lessor’s invoice. If such audit shall disclose an overpayment, Lessor shall credit such overpayment toward the next payment of Rent due. In addition to the foregoing, and in such addition to all other remedies available to Lessor, in the event Lessee’s auditor and Lessor’s auditor shall schedule a manner as not date for an audit of Lessee’s records, and Lessee shall fail to interfere be available or shall otherwise fail to comply with the normal business activities requirements for such audit, Lessee shall pay all costs and expenses associated with the canceled audit. Lessor and Lessee agree to attempt to resolve any audit dispute not resolved in sixty (60) days following delivery of Licenseethe final audit by submitting the results of the disputed audit to a mutually acceptable third-party accounting firm for its opinion, Licenseethe fees of which shall be paid by Lessee. In addition to Lessor’s books and available remedies, in the event an audit or other reliable information reveals that Lessee’s records pertaining solely are unavailable due to Lessee’s failure to reasonably maintain such records, Lessor shall be entitled to collect as Additional Rent from Lessee an amount equal to the accuracy lesser of (i) fifty percent (50%) of the statements and other financial information delivered Base Rent (the "Audit Unavailability Penalty") paid by Lessee in the preceding Lease Year prorated for the period in question (i.e., if the period in question is equal to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunder. Under no circumstances shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months months, then the Additional Rent provided for herein will be equal to 50% (1/2 of the conclusion year) of the Audit Unavailability Penalty) or (ii) the difference between (x) 110% of the Base Rent that Lessee has calculated as payable in the year in question and (y) the Base Rent paid in the preceding Lease Year. Lessor’s exercise of the foregoing remedy shall in no way limit or otherwise affect Lessor’s ability to exercise other remedies available to it, nor shall Lessee’s obligations pursuant to the terms, covenants and conditions of this Lease (including, without limitation, Lessee’s obligation with respect to reporting Gross Revenues and payment of Base Rent and Ticket Surcharge) be in any manner reduced or diminished by the exercise of such auditremedy. Lessor shall additionally have such audit rights as are set forth by Section 18-102, inform Licensee in writing of any claim resulting therefromCity Code, which is deemed as being incorporated by reference as if fully set forth herein. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor In addition Lessor shall have no rightthe ability but not the duty to conduct inspections, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions as are set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect Section 18- 101, City Code, deemed as being incorporated by reference as if fully set forth herein, from time to the Included Programstime, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the AccountantPremises as provided.

Audit. (a) During the Term, and for a period of three (3) years thereafter: (i) Licensee or the operators of Premises identified in Schedule A, shall maintain and keep and maintain complete and accurate books of account records in accordance with generally accepted accounting principles consistently applied and records at its principal place of business in connection with each of the Included Programs and pertaining sufficient to Licensee’s verify compliance with the terms hereofobligations hereunder with respect to each Premise; and (ii) ASCAP shall have the right, includingupon 60 days’ prior written notice, without limitation, copies of the statements referred to in Article 16 of this Schedule. During the Term at its expense and for up to twenty-four (24) months thereafter, but no more than once per calendar year during any twelve (12) month periodthe Term, Licensor shall have the right during Licensee’s business hours to have examine and complete an Accountant to audit and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely for one or more Premises, at any time during customary business hours, in order to the accuracy verify any statements of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunder. Under no circumstances shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to Operating Policy and any other content for purposes information provided by Licensee, only to such extent as may be necessary to verify any statements or reports required under this License Agreement. Any such audit shall be conducted by either an independent, certified public accounting firm with a professional ethical obligation of comparison or otherwise. The Accountant shall confidentiality, not be engaged currently auditing Licensee on behalf of any other third party, and not compensated on a contingency fee basis, pursuant to a nonuse and nondisclosure agreement, or qualified ASCAP personnel, who confirm their ethical obligations of confidentiality and adherence to the highest standards of professionalism, honesty and integrity, such determination to be made in ASCAP’s sole discretion. Licensor acknowledges that Licensee’s books and records constitute and contain confidential informationIn the event ASCAP determines to conduct the audit via ASCAP personnel, the principal lead shall be a licensed Certified Public Accountant (“CPA”), and Licensor’s Accountant must sign ASCAP shall designate a member of its Business & Legal Affairs group to serve as liaison between Licensee and deliver to Licensee a confidentiality agreement ASCAP in a form acceptable to Licensee prior to engaging connection with any issues that may arise in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion conduct of such audit, inform Licensee in writing . ASCAP shall consider all data and information coming to its attention as the result of any claim resulting therefrom. Licensor such examination as completely and entirely confidential. (b) The period for which ASCAP may audit under this License Agreement shall be deemed limited to the three (3) calendar years before the year in which the audit is commenced. However, if an audit is postponed at Licensee’s request, ASCAP shall have the right to audit for the calendar year in which ASCAP first notified Licensee of its intention to audit and the preceding three (3) years. (c) In the event any such audit shows Licensee to have consented underpaid the Fees for such Premise(s) by an amount equal to all accountings rendered or less than 5%, Licensee shall pay a finance charge solely on the additional Fees due of one and one-half percent (1.5%) per month, or the maximum rate permitted by Licensee hereunderNew York law, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objectionswhichever is less, in writing, stating from the basis thereof, are given to Licensee within twenty-four (24date(s) months after the date renderedASCAP demands payment of such amount, and, after such written objection, unless suit if the underpayment is instituted within thirty-six more than five percent (365%) months after of the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the total amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered in question, then Licensee shall pay a finance charge on the additional Fees due of one and one-half percent (1.5%) per month, or the maximum rate permitted by such auditlaw, Licensee shallwhichever is less, in addition to making immediate payment from the date(s) the additional Fees were due. If the underpayment is fifteen percent (15%) or more of the additional license fees due, reimburse Licensor total amount due for the reasonable third party period in question, then Licensee shall also reimburse ASCAP for ASCAP’s reasonable, out-of-pocket costs and expenses actually incurred for the audit by Licensor the CPA. (d) Licensee shall have no liability to ASCAP for any underpayment or non-payment of Fees for any Premise subject to audit conducted pursuant to this Article 4 for any period when such Premise was not owned or operated by Licensee unless Licensee has agreed in writing with the Accountantprior owner or operator of such Premise to assume such liability.

Audit. Licensee shall keep and maintain complete and accurate books of account and records at its principal place of business in connection with each of the Included Programs and pertaining to LicenseeLicensee ’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During the Term Upon ten (10) business days’ notice, and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month periodper calendar year, Licensor shall have the right during Licensee’s business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licenseebusiness, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunder. Under no circumstances shall The exercise by Licensor of any right to audit or the Accountant have acceptance by Licensor of any statement or payment, whether or not the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes subject of comparison or otherwise. The Accountant an audit, shall not be engaged on bar Licensor from thereafter asserting a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential informationclaim for any balance due, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor remain fully liable for any reason unless specific objections, in writing, stating balance due under the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in terms of this Article 25 except in the case of court-ordered discovery in the event of litigationAgreement. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment, plus interest thereon from the date such payment was originally due at a rate equal to the lesser of one hundred ten percent (110%) of the Prime Rate and the maximum rate permitted by applicable law. If such error is in excess of 10% five percent (5%) of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees duedue plus interest in accordance with the previous sentence, reimburse pay to Licensor for (i) the reasonable third party reasonable, out-of-pocket costs and expenses incurred by Licensor for in connection with any audit conducted such audit, and (ii) reasonable attorneys fees actually incurred by Licensor in enforcing the Accountantcollection thereof. In the event that the rate of interest set forth in this Section exceeds the maximum permitted legal interest rate, such rate shall be automatically reduced to the maximum permitted legal interest rate, and all other terms and conditions of this Agreement shall remain in full force and effect.

Audit. Licensee a. The CONCESSIONAIRE and its Associates in Liberia shall keep and maintain complete and accurate cause their respective books of account to be audited within three (3) months, or such longer period of time as the GOVERNMENT may approve, after the close of each Financial Year by an independent auditor selected by the CONCESSIONAIRE, and records at its principal place of business in connection with each a copy of the Included Programs and pertaining annual financial statement duly certified by said auditor shall be furnished to Licensee’s compliance with the terms hereof, including, without limitation, copies of GOVERNMENT within twenty working (20) days after its receipt by the statements referred to in Article 16 of this ScheduleCONCESSIONAIRE. During the Term and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor The GOVERNMENT shall have the right during Licensee’s business hours freely to have an Accountant to discuss with the said auditor the results of the audit and check at Licensee’s principal place certification, and the CONCESSIONAIRE shall take all reasonable measures to ensure that said auditor shall cooperate fully in such discussions. The foregoing shall not in any way imply acceptance of business upon no less than thirty any such audit or certification by the GOVERNMENT or preclude the GOVERNMENT from auditing such books of account as provided under Law, provided that the GOVERNMENT shall provide the CONCESSIONAIRE with a copy of any such audit within forty five (3045) days advance written notice for of receipt. However, once either the GOVERNMENT or the CONCESSIONAIRE has audited any book of accounts, the financial statement thus audited shall be considered acceptable and the audit results binding and conclusive as to its findings, unless a period not party hereto shall have indicated to exceed fourteen the contrary within forty-five (1445) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose after its receipt of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy copy of the statements audited financial statement. b. If the CONCESSIONAIRE has, pursuant to this Agreement, underpaid its liability for Taxes and other financial information delivered to Licensor by Licensee with respect to Duties, the Licensed Content GOVERNMENT shall assess interest and the amount of the license fees paid or payable hereunder. Under no circumstances shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than penalties in accordance with the provisions set forth in this Article 25 except in the case Revenue Code of court-ordered discovery in the event Liberia (Act of litigation2000). If an examination establishes an error in Licensee’s computation the CONCESSIONAIRE has overpaid its liability for Taxes and Duties then, at its option, it may elect either to be reimbursed by the GOVERNMENT or to apply such overpayment against future Taxes and Duties. c. In case a review of license fees due records or books outside of the Republic is required, the CONCESSIONAIRE will cooperate to provide the GOVERNMENT with respect copies of the information, books and records needed to complete the Included Programs, Licensee shall immediately pay the amount of underpaymentaudit. If such error is in excess of 10% the GOVERNMENT nonetheless deems it necessary for any part of such license fees due for the period covered by such audit, Licensee shall, in addition audit to making immediate payment be performed outside of the additional license fees dueRepublic, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted cost of associated travel will be borne by the AccountantCONCESSIONAIRE.

Audit. Licensee shall keep and maintain complete and accurate books of account and records at its principal place of business in connection with each of the Included Programs and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements reports referred to in Article 16 15 hereof for a period of two (2) years after termination or expiration of this ScheduleAgreement. During Licensor shall have the Term and for up to twenty-four (24) months thereafterright, but exercisable no more than once during any twelve per calendar year, on no less than five (125) month perioddays written notice to Licensee, and at a time and place to be mutually agreed upon by Licensor shall have the right during and Licensee’s business hours to have an Accountant , to audit and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees License Fees paid or payable hereunder. Under no circumstances shall The exercise by Licensor of any right to audit or the Accountant have acceptance by Licensor of any statement or payment, whether or not the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes subject of comparison or otherwise. The Accountant an audit, shall not be engaged on bar Licensor from thereafter asserting a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential informationclaim for any balance due, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in shall remain fully liable for any examination balance due under the terms of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statementthis Agreement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months the good faith undisputed results of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees License Fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment, plus interest thereon from the date such payment was originally due at a rate equal to the lesser of 2% above the prime rate of interest announced by Bank of America at such time or the maximum rate permitted by applicable law. If such error is in excess of 10% of such license fees License Fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees dueLicense Fees due plus interest in accordance with the previous sentence, reimburse pay to Licensor for (i) the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted audit, and (ii) reasonable attorney’s fees incurred by Licensor in enforcing the Accountantcollection thereof.

Audit. Licensee shall keep and Each party will maintain complete and accurate books accounting records during the term of account this Agreement and records at its principal place for 12 months following conclusion or expiration of business in connection with each all post-agreement payment obligations of the Included Programs parties in a consistent form to substantiate the direct monetary payments and pertaining reporting obligations of one party to Licensee’s compliance with any other party under this Agreement. Each party may, upon reasonable advanced written notice, conduct during the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During the Term and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor shall have the right during Licensee’s other party's regular business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunderhours, and in accordance with applicable law and reasonable security requirements, audits of such a manner as not to interfere direct monetary payment and reporting obligation accounts and records, in accordance with the normal business activities following guidelines and restriction: (a) the audit may be conducted by members of Licenseethe internal audit department who are employees of the auditing party or by an independent auditor, Licensee’s books and records pertaining solely provided that the auditor has signed a confidentiality agreement acceptable to the accuracy audited party, (b) the audited party may require audit on the premises of the statements and other financial information delivered to Licensor by Licensee with respect to audited party, (c) the Licensed Content and the amount of the license fees paid or payable hereunder. Under no circumstances shall Licensor or the Accountant audited party will have the right to examine have an employee or representative present at all times during the audit, (d) the auditing party will not have direct unrestricted access to the audited party's computer database without the consent of the audited party, and will be entitled to review only those specific records relating of the audited party directly related to Licensee’s business generally the monetary obligations of the audited part hereunder or with respect the applicable Addendum, specifically limited to customer activations, deactivations, customer billing records, and any other content records directly related to the monetary obligations of such party hereunder; and (e) the auditing party's audit of activation, deactivation and Customer billing records will be limited to a reasonable random sampling audit of these records. Subject to the restrictions set forth above, the audited party shall cooperate fully with the auditing party. All reasonable fees and costs incurred (including a reasonable charge for purposes the services of comparison or otherwiseany employee of the audited party directly involved in the audit) by either party in connection with such audits shall be paid by the auditing party. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver audited party will have the right to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in have the results of any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after audit reviewed by the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, audited party's internal auditing staff or by the audited party's independent accountants who then Licensor shall, within six (6) months audit the financial statements of the conclusion audited party ("Independent Auditors"). The cost of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor internal or Independent Auditors review shall be deemed borne by the audited party. The audited party shall use its commercially reasonable efforts to have consented immediately correct any deficiencies related to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered performance uncovered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the Accountant.

Audit. Licensee (a) Licensor shall keep and maintain complete and accurate have the right, upon at least five (5) days written notice, to inspect Licensee's books of account and records at its principal place and all other documents and material in the possession of business in connection or under the control of Licensee with each respect to the subject matter of the Included Programs and pertaining to Licensee’s compliance with the terms hereof, this Agreement (including, without limitation, copies purchase orders, invoices, inventory records, shipping, receiving, bills of lading, manufacturing invoices, and letters of credit), at the statements referred to in Article 16 of this Scheduleplace where such records are normally retained by Licensee. During the Term and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor shall have free and full access thereto for such purposes and shall be permitted to make copies thereof and extracts therefrom. This right to inspect includes, without limitation, Licensor's right to inspect all consumer and other complaints pertaining to the right during Licensee’s business hours to have an Accountant to audit Licensed Products. (b) In the event that such inspection reveals a discrepancy between the amount of Royalty owed Licensor and check that which was actually paid, Licensee shall pay such discrepancy, plus interest, calculated at Licensee’s principal place the rate of business upon no less than thirty one and one-quarter percent (301.25%) days advance written notice for per month or the maximum allowed by law, whichever is lower. In the event that such discrepancy is in excess of five percent (5%) over a period not to exceed fourteen (14) days (provided that of at least two Royalty Periods as determined by an independent certified public accountant working on a non-contingency basis, Licensee is promptly responding to the Accountant’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary shall also reimburse Licensor for the purpose cost of verifying the amounts due from Licensee to Licensor hereunder, such inspection including any accountants' and attorneys' fees incurred in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s connection therewith. (c) All books and records pertaining solely relative to Licensee's obligations hereunder shall be maintained and kept accessible and available to Licensor for inspection within the accuracy mainland United States for at least three (3) years after the issuance of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunder. Under no circumstances shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content statement for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s which such books and records constitute correspond (but not for cumulative purposes). In addition Licensee shall retain for a reasonable period of time such records as may be necessary in order to enable Licensee and contain confidential information, and Licensor’s Accountant must sign and deliver Licensor to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination defend lawsuits which may be instituted by third parties. (d) In the event that an investigation of Licensee’s 's books and recordsrecords is made, certain confidential and proprietary business information of Licensee may necessarily be made available to the person or persons conducting such investigation. Licensor may only make It is agreed that such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books confidential and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor proprietary business information shall be deemed to have consented to all accountings rendered retained in confidence by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject used by Licensor or disclosed to any objection third party without the prior express written permission of Licensee unless required by Licensor for law. It is understood and agreed, however, that such information may be used in any reason unless specific objections, in writing, stating the basis thereof, are given proceeding based on Licensee's alleged failure to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date renderedpay its actual Royalty obligation(s). Licensor shall have no right, under common law or otherwise, to examine or not conduct more than one audit Licensee’s per year and shall not audit any books and records other of Licensee more than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect once. (e) In addition to the Included Programsinspections described herein, Licensee shall immediately pay the amount of underpayment. If such error is at any time (but not more than twice in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition any calendar year) provide to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs upon its written request a Licensed Product sales datafile/electronic spreadsheet containing complete and expenses incurred by Licensor for any audit conducted by the Accountantaccurate information.

Audit. Licensee VYNE shall keep keep, and maintain shall require its Affiliates and Sublicensees to keep, complete and accurate records and books of account (in an electronic format) pertaining to the sale or other disposition of Products in sufficient detail and containing all data necessary to permit Tay to confirm the accuracy of any payments due hereunder. VYNE shall keep such books and records necessary to permit Tay to conduct an audit under this section for a minimum of six (6) years following the Calendar Year to which they pertain, or such longer period of time as may be required by Applicable Law. Upon reasonable prior notice and during regular business hours at such place or places where such records are customarily kept, such records may be inspected on Tay’s behalf by an independent certified public accountant (the “Auditor”) selected by Tay and reasonably acceptable to VYNE for the sole purpose of verifying for Tay the accuracy of any payments made, or required to be made, to Tay pursuant to this Agreement. Before beginning its principal place audit, the Auditor shall execute an undertaking acceptable to each Party by which the Auditor agrees to keep confidential all information reviewed during the audit. Such audits shall be limited to once each Calendar Year and once with respect to records covering any specific period of business in connection with each time. Such auditor shall not disclose VYNE’s Confidential Information to Tay except to the extent necessary to confirm the accuracy of the Included Programs financial reports and pertaining to Licensee’s compliance with payments furnished by VYNE under this Agreement and the terms hereof, including, without limitation, copies amount of any discrepancies. If the final result of the statements referred to in Article 16 of this Schedule. During inspection reveals an undisputed underpayment, the Term and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor underpaid amount shall have the right during Licensee’s business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than be paid within thirty (30) days advance written notice for after the Auditor’s report. If that the final result of the inspection reveals an undisputed overpayment, the overpaid amount shall be applied as a period not to exceed fourteen credit against future royalty payments by VYNE. Tay shall bear the full cost of such audit unless such audit reveals an underpayment owed by VYNE of more than five percent (145%) days (provided that Licensee is promptly responding to from the Accountant’s reasonable requests for documents and information)reported amounts, and at Licensor’s sole expense, as necessary in which case VYNE shall reimburse Tay for the purpose of verifying the amounts due from Licensee Auditor’s services. From time to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunder. Under no circumstances time Tay shall Licensor or the Accountant also have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes request of comparison or otherwise. The Accountant VYNE and VYNE shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion receipt of such audit, inform Licensee request provide to Tay such information as may reasonably be required for Tay to assess the conduct and performance of VYNE in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, carrying out its obligations under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the AccountantAgreement.

Audit. Licensee shall keep and maintain complete and accurate books of account and records (a) Licensor, at its principal place own expense, may, for a period of business in connection with each of [***] ([***]) years after receiving any Payment Statement from Licensee, nominate an independent Certified Public Accountant acceptable to Licensee (the Included Programs and pertaining “Auditor”), who will have access to Licensee’s compliance with and its sublicensees’ sales and other related records for the terms hereof, including, without limitation, copies of the statements referred Licensed Products upon reasonable but not less than [***] ([***]) days’ prior written notice to in Article 16 of this Schedule. During the Term Licensee and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor shall have the right during Licensee’s normal business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary solely for the purpose of verifying the amounts due from Royalty payments made under this Agreement. The Auditor shall not in any way be compensated (in whole or in part) contingent on the outcome of the audit and shall conduct such audit in a manner designed to minimize disruption of Licensee’s normal business operations. All information and materials made available to or otherwise obtained or prepared by or for the Auditor in connection with such audit shall be deemed Licensee’s Confidential Information and shall be subject to the Auditor’s entry, prior to conducting the audit, into a written agreement with Licensee and/or the applicable sublicensee containing confidentiality and restricted use obligations at least as restrictive as those set out in Section 8. Licensor may not exercise this right more than once in any calendar year and the Auditor shall only disclose to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely information limited to the accuracy of the statements Payment Statement and other financial information delivered to any deficiency in any payment made, or overpayment. (b) Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunder. Under no circumstances shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver provide to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination copy of Licenseethe Auditor’s books and records. Licensor may only make such an examination for a particular statement audit report within twenty-four [***] (24[***]) months after Business Days of Licensor’s receipt of the date when Licensor receives such statementreport. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered report shows that payments made by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programsdeficient, Licensee shall immediately pay Licensor the deficient amount within [***] ([***]) days after Licensee’s receipt of underpaymentthe audit report, plus interest thereon pursuant to Section 4.5(d). If Such interest shall be calculated from the date such error underpaid amount was due until the date such underpaid amount is actually paid. In addition, if such underpaid amount is in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment [***] percent ([***]%) of the additional license fees dueamount that actually should have been paid by Licensee, then Licensee shall reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred cost of such audit. If the report shows that payments made by Licensee are in excess of the required payment, Licensor for any shall pay Licensee the excess amount within [***] ([***]) days after Licensee’s receipt of the audit conducted by the Accountantreport.

Audit. Licensee Comcast shall keep and maintain complete and accurate books of account and records at its principal place of business in connection with each of the Included Programs ProgramsSelected Content assets and pertaining to LicenseeComcast’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this ScheduleSection 18.23. During the Term Upon ten (10) business days’ written notice, and for up to twenty-four (24) months thereafter, but no more than once per calendar year during any twelve the Term and once during the two (122) month periodyear period following the end of the Term, Licensor Studio shall have the right during Licensee’s business hours to have an Accountant to audit and check at LicenseeComcast’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents and information)business, and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, LicenseeComcast’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor Studio by Licensee with respect to the Licensed Content and Comcast, the amount of the license fees paid or payable hereunderhereunder and Comcast’s compliance with this Agreementin the then current calendar year and immediately preceding calendar year. Under no circumstances Any audit hereunder will be conducted only by a nationally recognized audit or accounting firm (provided that such firm shall Licensor or the Accountant have the right agree to examine records relating confidentiality provisions substantially similar to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwisethose set forth in Section 31). The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months No portion of the conclusion compensation for any such audit or accounting firm shall be contingent upon the results of such audit. Subject to the terms of this Section 18, inform Licensee in writing the exercise by Studio of any right to audit or the acceptance by Studio of any statement or payment, whether or not the subject of an audit, shall not bar Studio from thereafter asserting a claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunderfor any balance due, and said accountings Comcast shall be binding upon Licensor and shall not be subject to any objection by Licensor remain fully liable for any reason unless specific objections, in writing, stating balance due under the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in terms of this Article 25 except in the case of court-ordered discovery in the event of litigationAgreement. If an examination establishes an error in LicenseeComcast’s computation of license fees due with respect to the Included Programs, Licensee Comcast shall immediately pay the amount of underpayment, plus interest thereon from the date such payment was originally due at a rate equal to the lesser of one hundred ten percent (110%) of the Prime Rate and the maximum rate permitted by applicable law. If such error isStudio shall provide the results of such audit to Comcast within three (3) months of conducting the audit and any such information shall be deemed confidential information of Comcast in accordance with Section 31. Studio must make any claim against Comcast within the earlier of three (3) months after Studio or Studio's representative leaves Comcast's offices or twenty-four (24) months after the close of the earliest month that is the subject of such claim. If a claim is not made within any limitation set forth herein, then the Fee payments and all reports required hereunder shall be deemed final and incontestable, and Studio will be deemed to have forever and conclusively waived its right, whether known or unknown, to collect any shortfalls from Comcast for the period(s) audited. If a confirmed discrepancy in excess of ten percent (10% %) of such suchthe license fees due for the period covered by such audit is revealed by any such audit, Licensee Comcast shall, in addition to making immediate payment of the additional license fees duedue plus interest in accordance with the previous sentenceamount of such discrepancy, reimburse Licensor for pay to Studio (i) the reasonable third party reasonable, documented out-of-pocket costs and expenses incurred by Licensor Studio in connection with anyfor such audit, and (ii) reasonable attorney’s fees actually incurred by Studio in enforcing the collection thereof. In the event that the rate of interest set forth in this Section 18 exceeds the maximum permitted legal interest rate, such rate shall be automatically reduced to the maximum permitted legal interest rate, and all other terms and conditions of this Agreement shall remain in full force and effect. Any overpayment identified by such audit mayshall, at Comcast’s election, either (a) be taken as a credit by Comcast against future license fees payable hereunder, unless Comcast asks for any audit conducted a refund of such overpaid license fees; or (b) be paid by the AccountantStudio to Comcast within thirty (30) days after completion of such audit.

Audit. Licensee StarBase shall keep and maintain complete and accurate books of account and records covering all transactions relating to this License Agreement. Site, at its principal place of business in connection with each of Site's sole expense (subject to the Included Programs and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 last sentence of this Schedule. During Section 5(e)) shall be entitled to have an independent Certified Public Accountant (the Term "Accountant") chosen by Site and for up reasonably acceptable to twenty-four (24) months thereafterStarBase, who agrees in writing to be bound by confidentiality provisions of this License Agreement, audit and inspect such books and records as may be necessary to verify the royalty reports, at any time or times, but no not more than once annually during any twelve or within one year after the term of this License Agreement during reasonable business hours and upon five (125) month period, Licensor business days prior written notice to StarBase. The Accountant shall have the right during Licensee’s business hours to have an Accountant to audit make copies and check at Licensee’s principal place summaries of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely but shall not disclose to Site any information relating to the business of StarBase other than the relevant sales totals (but not customer names) and the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable royalty reports submitted hereunder. Under no circumstances shall Licensor or All confidential business information received by the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on Site as a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion result of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor and all written reports submitted by StarBase, shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor kept in confidence for five (5) years from the date of the receipt thereof and shall not be subject to any objection by Licensor used for any reason unless specific objectionspurposes other than evaluating StarBase's obligations under this License Agreement. All books of account and records shall be retained by StarBase for a minimum of one (1) year after submission of each Royalty Report to which they relate. If the Accountant discovers a deficiency in the royalties paid to Site for any period under the audit ("an Audit Deficiency"), in writing, stating the basis thereof, are given StarBase shall promptly pay such Audit Deficiency to Licensee within twenty-four (24) months after the date renderedSite, and, after if such written objection, unless suit Audit Deficiency is instituted within thirty-six five (365%) months after the date rendered. Licensor shall have no right, under common law percent or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment more of the additional license fees dueroyalties paid to Site for such audit period, StarBase shall also reimburse Licensor Site for the all reasonable third party out-of-pocket costs and expenses (including the Accountant's fees and expenses) incurred by Licensor for any audit conducted by the AccountantSite in connection with such audit.

Audit. Licensee Comcast shall keep and maintain complete and accurate books of account and records at its principal place of business in connection with each of the Included Programs Program assets and pertaining to LicenseeComcast’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this ScheduleSection 21. During the Term Upon ten (10) business days’ written notice, and for up to twenty-four (24) months thereafter, but no more than once per calendar year during any twelve the Term and once during the two (122) month periodyear period following the end of the Term, Licensor Studio shall have the right during Licensee’s business hours to have an Accountant to audit and check at LicenseeComcast’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents and information)business, and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, LicenseeComcast’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunderhereunder in the then current calendar year and immediately preceding calendar year and Comcast’s compliance with this Agreement. Under no circumstances Any audit hereunder will be conducted only by a nationally recognized audit or accounting firm (provided that such firm shall Licensor agree to confidentiality provisions substantially similar to those set forth in Section 28). No portion of the compensation for any such audit or accounting firm shall be contingent upon the results of such audit. Subject to the terms of this Section 21 and other than payments made in satisfaction of an audit, the exercise by Studio of any right to audit or the Accountant have acceptance by Studio of any statement or payment, whether or not the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes subject of comparison or otherwise. The Accountant an audit, shall not be engaged on bar Studio from thereafter asserting a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential informationclaim for any balance due, and Licensor’s Accountant must sign and deliver Comcast shall remain fully liable for any balance due under the terms of this Agreement. Studio shall provide the results of such audit to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement Comcast within twenty-four three (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (63) months of conducting the conclusion of audit and any such audit, inform Licensee in writing of any claim resulting therefrom. Licensor information shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than confidential information of Comcast in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigationSection 28. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is a confirmed discrepancy in excess of ten percent (10% %) of such the license fees due for the period covered by such audit is revealed by any such audit, Licensee Comcast shall, in addition to making immediate prompt payment of the additional license fees dueamount of such discrepancy, reimburse Licensor for pay to Studio (i) the reasonable third party reasonable, documented out-of-pocket costs and expenses incurred by Licensor Studio for any such audit, and (ii) reasonable attorney’s fees actually incurred by Studio in enforcing the collection thereof. Any overpayment identified by such audit conducted shall, at Comcast’s election, either (a) be taken as a credit by Comcast against future license fees payable hereunder; or (b) be paid by Studio to Comcast within thirty (30) days after Studio’s receipt of the Accountantaudit report.

Audit. During the Term and for a period of three (3) years thereafter, the Licensee shall keep and maintain complete and accurate books of account and records maintain, at its principal place of business in connection business, true, detailed and accurate books and records together with supporting bills, invoices and vouchers of any and all transactions (including, without limitation to, the manufacture, shipping, distribution and sale of each of the Included Programs Products and pertaining packaging or containers therefore) which relate to Licensee’s compliance with or affect this agreement the terms Products or any provisions hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During the Term and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor shall have the right during Licensee’s business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s The said books and records pertaining solely with supporting documentation and other items shall be open to audit, examination, inspection, the making of extracts and the taking of copies thereof by the Licenser or its representative(s) during regular business hours upon no more that five (5) business days notice. Such audit and/or examination shall be carried out not more than twice in any calendar year. In the event that any such examination and inspection shall indicate that the Licensee shall have made errors to the accuracy detriment of the statements and other financial information delivered to Licensor by Licensor, then the Licensee with respect shall forthwith pay to the Licensed Content and Licensor the amount of the license fees paid relevant discrepancy and if such error to the detriment of the Licensor shall be in excess of five per cent (5%) of the royalties earned by the Licensor during the periods for which such examination and inspection relates, then the Licensee shall be solely responsible for and shall pay the costs of such inspection and examination. The Licensee will pay the Licensor interest on such under payment and all late payments at the rate of four percent (4%) above Citibank N.A.'s Prime Rate from time to time from the date payments should have been made or payable hereundereight percent (8%), whichever if higher, until payment is actually made. Under no circumstances The Licensee shall be obligated to obtain for the Licensor or the Accountant have the a similar right to examine records relating to Licensee’s business generally or with respect to any other content for purposes inspect, examine, make extracts and take copies of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s the books and records constitute of each of the Licensee's manufactures and contain confidential information, and Licensor’s Accountant must sign and deliver to sub-licensees. Acceptance of any sum by or on behalf of the Licensor from the Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging shall not in any examination of Licensee’s books and records. manner be constructed as a wavier by the Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed pertaining to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after validity of the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount such payment nor a wavier of underpayment. If such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted breach by the AccountantLicensor of any provision of this agreement.

Audit. Licensee The annual independent audit of the Charter School required by Education Code Section 47605, subdivision (c)(5)(I) and (m) shall keep be performed. Any findings, recommendations, or deficiencies shall be reported to the SCCOE and maintain complete resolved to the SCCOE’s satisfaction, and accurate books the Charter School agrees to resolve outstanding issues from the audit prior to completion of account the auditor’s final report. The Charter School shall immediately forward a copy of the audit to the SCCOE (not the Alum Rock Union School District) upon receipt of the final audit findings in accordance with state timelines. The Charter School shall comply with the Nonprofit Integrity Act of 2004 (2004 Cal. Laws Chapter 909 (SB 1262).) If the Charter School has a Finance Committee and records an Audit Committee; the chairperson of the audit committee cannot be a member of the finance committee. The auditor will verify the accuracy of the Charter School’s financial statements, attendance and enrollment, accounting practices, revenue-related data collection and reporting practices and will review the Charter School’s internal controls. The audit will include a review of ADA as reported by the Charter School. Moreover, the audits will address whether the Charter School’s money is being managed responsibly and that its financial statements conform to generally accepted accounting principles. In the case that the Charter School either does not pay for or have an independent audit completed within one month of the applicable timelines, the SCCOE, may, at its principal place of business in connection with each of option, pay for an audit to be completed and invoice the Included Programs Charter School for the expense, which shall be immediately due and pertaining payable, or subtract such payment from any funds due to Licensee’s compliance with the terms hereofCharter School. Further, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During the Term and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor SCCBOE shall have the right during Licensee’s business hours to have request or conduct an Accountant to audit and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy any time of the statements and year. The cost for such audit shall be borne by the SCCOE if the audit reveals no financial or enrollment discrepancies resulting in under- or over-reporting of greater than five percent (5%) total; in all other financial information delivered to Licensor by Licensee with respect to cases, the Licensed Content and Charter School shall bear the amount cost of the license fees paid or payable hereunder. Under no circumstances shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the Accountant.

Audit. Licensee shall keep and maintain complete and accurate books of account and records at its principal place of business in connection with each of In the Included Programs and pertaining to Licensee’s compliance with the terms hereofevent that Grantee pays a Franchise Fee under Article II, includingSections 10(A) (Franchise Fee), without limitation, copies of the statements referred to in Article 16 10(C) (Opt-Out Application – Franchise Fee; Limitations on Transitions) of this Schedule. During Franchise Agreement, upon reasonable notice, the Term and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor Grantor and/or the Cable Board shall have the right during Licensee’s normal business hours to have an Accountant inspect the Grantee’s records relevant to the payment of Franchise Fees at the Grantees local office and the right to audit and check at Licensee’s principal place to re-compute any amounts determined to be payable under this Franchise Agreement, including the right to audit records regarding the allocation of business upon no less than revenues derived from bundled services involving Cable Services and Non-Cable Services, if the Authority deems it necessary; provided, however, that such audit shall be limited to a maximum period of two (2) calendar years (the most recent calendar year and the immediately preceding calendar year) (the “Audit Period”). After Grantee has a reasonable opportunity to review and comment on an audit, which review period shall not exceed sixty (60) days, Grantee and the Authority shall agree to and be bound by the results of any properly conducted audit it performs or causes to be performed, except for instances involving fraud, and Grantee shall remit to the Grantor and the Cable Board any amounts due as a result of the audit. In addition, if, as a result of such audit or review, the Grantor or Cable Board and Grantee agree that the Grantee has underpaid its fees to the Grantor and/or the Cable Board during the Audit Period being audited or reviewed by ten percent (10%) or more, then, the Grantee shall also reimburse the Grantor and Cable Board for all of the reasonable costs associated with the audit or review, including costs for attorneys, accountants and other consultants. Any additional amount due to the Grantor and the Cable Board as a result of an audit or review shall be paid within the thirty (30) days advance following written notice for to Grantee by the Grantor and/or the Cable Board, which notice shall include a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy copy of the statements audit report and other financial information delivered to Licensor by Licensee with respect to copies of all invoices for which the Licensed Content Grantor and the amount of the license fees paid or payable hereunder. Under no circumstances shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the AccountantCable Board seeks reimbursement.

Audit. a. At the reasonable request, and sole expense, of Licensors within two (2) years after receiving any Payment Statement, Licensee shall keep permit an independent certified public accountant designated by Licensors and maintain complete and accurate books of account and records at its principal place of business in connection with each of reasonably acceptable to Licensee (the Included Programs and pertaining “Auditor”), to access Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred records maintained pursuant to in Article 16 of this Schedule. During the Term Section 5.1 upon reasonable notice to Licensee and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor shall have the right during Licensee’s normal business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary solely for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and Royalty payment made in connection with such Payment Statement. The Auditor must conduct such audit in a manner as not designed to interfere with the minimize disruption of Licensee’s normal business activities of Licensee, operations. All information and materials made available to or otherwise obtained or prepared by or for the Auditor in connection with such audit will be deemed Licensee’s books Confidential Information and records pertaining solely will be subject to the Auditor’s entry, prior to conducting the audit, into a written agreement with Licensee containing confidentiality and restricted use obligations at least as restrictive as those set out in Section 9. Licensors may not exercise this right more than once in any calendar year and the Auditor may only disclose to Licensors information limited to the accuracy of the statements Payment Statement and other financial information delivered to Licensor by Licensee with respect to any deficiency in the Licensed Content and payment made, or any overpayment. Licensors shall not compensate the amount Auditor (in whole or in part) contingent on the outcome of the license fees paid or payable hereunder. Under no circumstances audit. b. Licensors shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver provide to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination copy of Licenseethe Auditor’s books and records. Licensor may only make such an examination for a particular statement audit report within twenty-four ten (2410) months after Business Days of Licensor’s receipt of the date when Licensor receives such statementreport. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered report shows that payments made by Licensee hereunderare deficient, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included ProgramsSection 4.8, Licensee shall immediately pay Licensors the deficient amount within fifteen (15) days after Licensee’s receipt of underpaymentthe audit report. If such error is the report shows that payments made by Licensee are in excess of 10% of such license fees due for the period covered by such auditrequired payment, Licensors shall pay Licensee shall, in addition to making immediate payment the excess amount within fifteen (15) days after Licensors’ receipt of the additional license audit report. Further, if the audit for an annual period shows an under-reporting or underpayment or an overcharge by any Party for that period of (i) in excess of [***] of the amounts properly determined, the underpaying or overcharging Party, as the case may be, shall reimburse the Party conducting the audit for its respective audit fees due, reimburse Licensor for the and reasonable third party out-of-pocket costs expenses in connection with said audit, which reimbursement shall be made within [***] days of receiving appropriate invoices and expenses incurred other support for such audit-related costs. c. The failure of Licensors to request verification of any Payment Statement during the [***] period after receipt of such Payment Statement is deemed acceptance by Licensor for any audit conducted Licensors of the accuracy of the Payment Statement and the payments made by Licensee in accordance with the AccountantPayment Statement.

Audit. Licensee shall keep and maintain at all times true and complete records and accurate books of account together with all other information relevant to the Programs, the provisions of this Agreement and records Licensee’s compliance with the terms of this Agreement.21 Licensor or its designee shall have the right at its any time22 during or after the Term,23during business hours to audit, check and copy24, at Licensee’s principal place of business in connection with each of the Included Programs business, Licensee’s books and records, including relevant electronic data and systems data, pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies the accuracy of the statements referred and reports delivered to in Article 16 of Licensor by Licensee pursuant to this Schedule. During the Term and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor shall have the right during Licensee’s business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents and information)Agreement, and the amount of the License Fees due or payable hereunder. In addition, Licensee shall cause its Affiliated Systems and Affiliated Institutions to permit Licensor to audit, check and copy, at Licensor’s sole expensesuch entities’ respective principal places of business, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s their books and records pertaining solely to the accuracy of the statements and other financial information reports delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunderLicensee. Under no circumstances shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or If any such audit reveals an error with respect to any other content for purposes item bearing upon the License Fees due or payable to Licensor, Licensee shall re-compute and make immediate payment of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential informationthe License Fees due under this Agreement, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after together with interest thereon, compounded monthly from the date when Licensor receives on which such statement. If Licensor License Fees shall so examine Licensee’s books have first been due and recordspayable hereunder, then Licensor shall, within six at a rate equal to the lesser of (6i) months 110% of the conclusion of such auditPrime Rate and (ii) the maximum rate permitted by applicable law. Additionally, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees that the actual License Fees due with respect under this Agreement for any period exceed the License Fees reported by Licensee to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees be due for the such period covered by such audit, 5% or more,25 Licensee shall, in addition to making immediate payment of the additional license fees dueLicense Fees due plus interest in accordance with the previous sentence, reimburse pay to Licensor for the reasonable third party out-of-pocket (a) all costs and expenses incurred by Licensor for the review and audit in respect of such period, and (b) attorneys’ fees26 and other costs incurred by Licensor in enforcing the collection thereof. The exercise by Licensor of any right to check, copy or to audit conducted at any time(s) or the acceptance by Licensor of any statement or payment, shall be without prejudice to any of Licensor’s rights or remedies and shall not bar Licensor from thereafter disputing the Accountantaccuracy of any such payment or statement, and Licensee shall remain fully liable for any balance due under the terms of this Agreement.

Audit. Licensee Tenant or an independent, certified public accountant designated by Tenant (who is hired by Tenant on a non-contingency basis and who shall keep sign a commercially reasonable confidentiality agreement reasonably acceptable to Landlord) shall have the right, during regular business hours and maintain complete after giving ten (10) Business Days’ advance written notice to Landlord, to inspect and accurate audit Landlord’s books of account and records relating to an Annual Statement (and at its principal place Tenant's request, the books and records covered by the Base Year) and to object to any such Annual Statement and/or the Base Operating Expense Amount) for a period of business in connection with each three (3) years following the receipt by Tenant of the Included Programs and pertaining Annual Statement required of Landlord for the calendar year covered by such Annual Statement. In addition to Licenseeits right to audit the Annual Statement, Tenant shall also be permitted to audit the Base Operating Expense Amount during the first three (3) years of the Lease Term. All audits shall take place in the Building or Landlord's headquarters (provided Landlord's headquarters is located in the Market Area). As part of any audit, Landlord shall reasonably cooperate with Tenant at Tenant’s compliance with request in exercising Tenant’s rights to audit or otherwise review the terms hereof, expenses of any property owners and/or unit owners association to which the Building is subject. Tenant may review those records of Landlord that are related to Basic Operating Charges and/or Landlord's determination of Tenant's Proportionate Share thereof (including, without limitationlimitation (to the extent within Landlord's reasonable possession and control), copies work papers prepared by Landlord's certified public accountants (if any), canceled checks, invoices, and such other documents as may be reasonably required, all of which documents shall be in accordance with GAAP) and Landlord shall certify to Tenant that it has provided Tenant with all such records that are existing and within the control of Landlord. The results of the statements referred audit shall be shared with Landlord. If such inspection shows that the amounts paid by Tenant to Landlord on account of increases in Article 16 such charges exceeded the amounts to which Landlord was entitled hereunder, or that Tenant is entitled to a credit with respect to any such charges, Landlord shall promptly refund to Tenant the amount of this Schedulesuch excess or the amount of such credit, as the case may be together with interest at the Default Rate from the date the Annual Statement was delivered to Tenant until the date of Landlord’s payment. During If Tenant discovers an error in the calculation of Basic Operating Charges or Tenant’s Proportionate Share thereof (including during the Base Year), and the nature of such error is such that it is likely that a similar error existed in prior years, then Tenant can review Landlord’s books and records relating to such particular error for all previous calendar years and if such error exists with respect to any such prior calendar year, then Landlord shall credit Tenant’s overpayment against the monthly installment(s) of Base Rent next due and payable or if the Lease Term and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor shall have the right during Licensee’s business hours expired Landlord shall pay such amount to have an Accountant to audit and check at Licensee’s principal place of business upon no less than Tenant within thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents days. All costs and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunder. Under no circumstances shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing expenses of any claim resulting therefrom. Licensor such audit shall be deemed paid by Tenant, except that if such audit shows that Tenant’s obligations to have consented to all accountings rendered Landlord under this Section 5 were overstated by Licensee hereunderLandlord by three percent (3%) or more, and said accountings Landlord shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor Tenant for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any Tenant in such audit conducted by up to Twenty-five Thousand Dollars ($25,000.00) per audit. Tenant’s audit and reimbursement rights under this Section 5(e) shall survive the Accountantexpiration or termination of this Lease.

Audit. Licensee Upon ten (10) days prior written notice, Concessionaire shall keep permit the City to inspect and maintain complete audit at any and accurate books all reasonable times, all Books and Records of account Concessionaire and records at any of its principal place sub-concessionaires that have engaged in sales of business in connection with each Programs and Novelties in, on or from the Premises, as required to verify the accuracy of the Included Programs payments previously made by Concessionaire. Additionally, upon the City’s request to inspect and pertaining audit, Concessionaire shall make the Books and Records available to Licensee’s compliance City in Seattle, Washington. Upon request, Concessionaire shall provide City with a copy of any Books or Records, or shall permit City to make copies. The City shall pay the terms hereof, including, without limitation, copies costs of City audits performed under this section of the statements referred Agreement, including reasonable photocopying costs, provided, that the City shall not be responsible for Concessionaire’s staff costs, including legal representation, incurred in responding to any such audits. Notwithstanding the foregoing, if the audit discloses an underpayment to the City of Five Percent (5%) or more of the amount that was due to the City in Article 16 any month, then the cost of this Schedulesuch audit shall be the responsibility of Concessionaire, and if such cost has been paid by the City, the City may invoice, and Concessionaire shall pay, such cost as an additional charge due and payable to the City. During The Director shall notify Concessionaire of the Term amount of any over- or under-payments found. Any over-payments shall be a credit against any fees and for up charges subsequently due or shall be refunded to twentyConcessionaire at the Director’s discretion; under-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor payments shall have be due and payable as of the right during Licensee’s business hours to have an Accountant to audit date of the invoice therefore and check at Licensee’s principal place of business upon no less than shall be delinquent if not paid within thirty (30) days advance written notice for a period not of such invoice. Concessionaire shall ensure that the foregoing inspection, audit and copying right of the City is included in any sub-concession agreement or other arrangement under which Concessionaire permits any other person or entity to exceed fourteen (14) days (provided that Licensee is promptly responding provide Program and Novelty sales at the Premises under this Agreement. The rights granted to the Accountant’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content City and the amount obligations of Concessionaire under this subsection shall survive the license fees paid expiration or payable hereunder. Under no circumstances shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes earlier termination of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the AccountantAgreement.

Audit. Licensee (a) Licensor shall keep and maintain complete and accurate have the right, upon at least five (5) days written notice, to inspect Licensee's books of account and records and all other documents and material in the possession of or under the control of Licensee with respect to the subject matter of this Agreement, at its principal the place of business in connection with each of where such records are normally retained by Licensee, which such place shall be within the Included Programs mainland United States. Licensor shall have free and pertaining full access thereto for such purposes and shall be permitted to Licensee’s compliance with the terms hereof, includingmake copies thereof and extracts therefrom. This right to inspect includes, without limitation, copies Licensor's right to inspect all consumer and other complaints pertaining to the Licensed Products. (b) In the event that such inspection reveals a discrepancy between the amount of Royalty owed Licensor and that which was actually paid, Licensee shall pay such discrepancy, plus interest, calculated at the statements referred rate of one and one-quarter percent (1.25%) per month or the maximum allowed by law, whichever is lower. In the event that such discrepancy is in excess of five percent (5%) over a period of at least two Royalty Periods as determined by an independent certified public accountant working on a non-contingency basis, Licensee shall also reimburse Licensor for the cost of such inspection including any accountants' or attorneys' fees incurred in connection therewith. (c) All books and records relative to in Article 16 Licensee's obligations hereunder shall be maintained and kept accessible and available to Licensor for inspection, within the mainland United States, for at least two (2) years after termination of this ScheduleAgreement. During In addition Licensee shall retain for a reasonable period of time such records as may be necessary in order to enable Licensee and Licensor to defend lawsuits which may be instituted by third parties. (d) In the Term event that an investigation of Licensee's books and for up records is made, certain confidential and proprietary business information of Licensee may necessarily be made available to twenty-four (24) months thereafterthe person or persons conducting such investigation. It is agreed that such confidential and proprietary business information shall be retained in confidence by Licensor and shall not be used by Licensor or disclosed to any third party without the prior express written permission of Licensee unless required by law. It is understood and agreed, but no more than once during however, that such information may be used in any twelve (12) month period, proceeding based on Licensee's alleged failure to pay its actual Royalty obligation(s). Licensor shall have the right during Licensee’s business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents and information)inspect any record only once, and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunder. Under no circumstances shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or conduct more than one audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the Accountantper year.

Audit. Licensee AIRLINE shall keep maintain comprehensive records accurately recording the total number of Revenue and maintain complete Non-Revenue Landings at the Airport, the Maximum Gross Landed Weight of each Aircraft, the total number of Enplaned Passengers and accurate books Deplaned Passengers, and all other traffic and activity statistics that AUTHORITY requires. Such records shall be available in electronic format to AUTHORITY for a period of account and records at its principal place of business in connection with each three (3) years after occurrence of the Included Programs activities reported. All records made available shall be certified by an officer of AIRLINE as accurate and pertaining complete. The Director or a duly authorized representative may examine any records relating to Licenseeactivity at the Airport during all reasonable business hours, at a place at the Airport agreed to between AIRLINE and AUTHORITY. Upon AUTHORITY’s compliance written request for examination of such records, AIRLINE shall produce them to AUTHORITY within ten (10) Business Days or pay all reasonable transportation, food, and lodging expenses, for AUTHORITY’s auditor(s) to perform the audit outside of the Airport. The initial cost of an audit outside of the Airport, shall be borne by AUTHORITY; with the terms hereof, including, without limitation, copies exception of the statements referred auditor(s) transportation, food and lodging expenses. However, that the full cost of the audit shall be borne by AIRLINE if the audit reveals any of the following conditions: a. Underpayment of more than ten percent (10%) of the fees and charges due hereunder, unless such underpayment is the result of a demonstrable miscalculation by AUTHORITY; or b. Failure to maintain accurate and complete records and supportive source documentation required in Article 16 of this Schedule. During the Term and for up Section; or c. Failure to twenty-file Monthly Activity Reports during four (244) or more months thereafter, but no more than once during of any twelve consecutive eighteen (1218) month period, Licensor . Any underpayment of amounts due AUTHORITY disclosed in an audit conducted pursuant to this Section shall have accrue including interest of twelve percent (12%) annual percentage rate computed from the right during Licensee’s business hours original due date of each such amount due. The full amount due plus interest and audit fees shall be paid to have an Accountant to audit and check at Licensee’s principal place of business upon no less than AUTHORITY within thirty (30) days advance written notice for a period from receipt of AUTHORITY’s invoice. Such payment by AIRLINE shall not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountantabrogate AIRLINE’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunder. Under no circumstances shall Licensor or the Accountant have the right to examine records relating contest the validity of said underpayments. AUTHORITY shall credit to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered AIRLINE valid overpayments made by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records AIRLINE other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees those made binding under Section 10 due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the Accountantdelinquent reports.

Audit. 9.1 Without prejudice to the rights and obligations laid down in the Standard Contractual Clauses (as applicable), and any other prerogatives of a Supervisory Authority under applicable Data Protection Law, Licensee instructs Licensor to carry out audits as described in clauses 9.2 to 9.6, provided such audit is required or mandated under applicable Data Protection Law(s). 9.2 Licensor shall keep make available to Licensee and maintain complete and accurate books of account and records at all times a standard documentation for Licensee to reasonably ascertain that Licensor is complying with its principal place of business in connection with each obligations as a Processor under this Addendum. This documentation is available on request from Licensee via the Service, or any other address as duly notified to Licensee. Licensee understands that some of the Included Programs requested documentation may only be provided pursuant to Licensee signing a non-disclosure agreement specific to this request. 9.3 If, following a full review of the documentation provided under clause 9.2, Licensee wishes to conduct an in-person and pertaining on-site audit, Licensee is entitled, on giving at least 60-day notice to Licensor and subject to signing a non-disclosure agreement, to appoint representatives composed of Licensee employees that have an appropriate level of expertise and qualification in the subject matter to perform the audit, and/or independent members in possession of the required professional qualifications bound by a duty of confidentiality, to inspect all facilities, equipment, documents and electronic data relating to the Processing of Licensee’s compliance Personal Data by Licensor, to audit that Licensor is complying with its obligations as a Processor under this Addendum. 9.4 Licensor shall under no circumstances provide Licensee with the terms hereof, including, without limitation, copies ability to audit any portion of the statements referred Services which would (i) be reasonably expected to compromise the confidentiality or security of the Personal Data that the Licensor Processes for its other licensees; or (ii) impact the services in Article 16 of this Schedule. During any manner, including those rendered to the Term Licensee; or (iii) be digitally or physically impossible to conduct, or requires more than reasonable effort or time to conduct. 9.5 Licensee may exercise its audit right at reasonable intervals and for up to twenty-four (24) months thereafter, but no more than once per calendar year, or if there are indications of non-compliance with this Addendum, and only during any twelve (12) month periodbusiness days and hours of the relevant location of the facilities, equipment, documents or data that are audited. Licensee shall reimburse the Licensor for its time and efforts expended in connection with an audit based on market rates for similar services, which shall be made available to Licensee upon request and shall be reasonable taking into account the time and effort required by Licensor. 9.6 Licensor shall have allow and contribute to audits, at its own discretion, in English, Japanese and/or the right during Licensee’s business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy official language of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount relevant location of the license fees paid facilities, equipment, documents or payable hereunder. Under no circumstances shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges data that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the Accountantaudited.

Audit. Licensee Comcast shall keep and maintain complete and accurate books of account and records at its principal place of business in connection with each of the Included Programs Program assets and pertaining to LicenseeComcast’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this ScheduleSection 21. During the Term Upon ten (10) business days’ written notice, and for up to twenty-four (24) months thereafter, but no more than once per calendar year during any twelve the Term and once during the two (122) month periodyear period following the end of the Term, Licensor Studio shall have the right during Licensee’s business hours to have an Accountant to audit and check at LicenseeComcast’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents and information)business, and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, LicenseeComcast’s books and records pertaining solely to the accuracy of the statements Fees paid or payable hereunder in the then current calendar year and immediately preceding calendar year. Any audit hereunder will be conducted only by a nationally recognized audit or accounting firm (provided that such firm shall agree to confidentiality provisions substantially similar to those set forth in Section 28). No portion of the compensation for any such audit or accounting firm shall be contingent upon the results of such audit. Subject to the terms of this Section 21 and other financial than payments made in satisfaction of an audit, the exercise by Studio of any right to audit or the acceptance by Studio of any statement or payment shall not bar Studio from thereafter asserting a claim for any balance due, and Comcast shall remain fully liable for any balance due under the terms of this Agreement. Studio shall provide the results of such audit to Comcast within three (3) months of conducting the audit and any such information delivered to Licensor by Licensee shall be deemed confidential information of Comcast in accordance with Section 28. Studio must make any claim against Comcast with respect to unpaid Fees that were the Licensed Content and the amount subject of the license fees paid or payable hereunder. Under no circumstances shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, audit within six (6) months of after Studio receives the conclusion final results from such audit (but in no case later than eight (8) months after Studio’s representatives last leave Comcast’s offices). If such claim is not made within the time frame permitted by the immediately preceding sentence, then the Fee payments that were the subject of such auditaudit and all reports required hereunder shall be deemed final and incontestable, inform Licensee in writing of any claim resulting therefrom. Licensor shall and Studio will be deemed to have consented to all accountings rendered by Licensee hereunder, forever and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no conclusively waived its right, under common law whether known or otherwiseunknown, to examine or audit Licensee’s books and records other than in accordance with collect any shortfalls from Comcast for the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigationperiod(s) audited. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is a confirmed discrepancy in excess of ten percent (10% %) of such license fees the Fees due for the period covered by such audit is revealed by any such audit, Licensee Comcast shall, in addition to making immediate prompt payment of the additional license fees dueamount of such discrepancy, reimburse Licensor for pay to Studio (i) the reasonable third party reasonable, documented out-of-pocket costs and expenses incurred by Licensor Studio for such audit, and (ii) reasonable attorney’s fees actually incurred by Studio in enforcing the collection thereof. Any overpayment identified by such audit shall, at Comcast’s election, either (a) be taken as a credit by Comcast against future Fees payable hereunder; or (b) be paid by Studio to Comcast within thirty (30) days after Studio’s receipt of the audit report. Non-Disparagement. Studio shall not in any audit conducted by way include programming, information (e.g., a “crawl”, pop-up or “placard”) in the AccountantIncluded Programs that is intended to disparage any member(s) of the Comcast Group, any System, or the Licensed Service(s) or otherwise negatively portray any member(s) of the Comcast Group, any Systems or the Licensed Service(s); provided, however, that this provision shall not prohibit Studio from engaging in advertising or promotion for the Included Programs or responding to viewer inquiries, provided that any such communications, advertisements and promotions are in accordance with the provisions set forth in this Agreement.

Audit. Licensee CARRIER shall keep maintain comprehensive records accurately recording the total number of Revenue and maintain complete Non-Revenue Landings at the Airport, the Maximum Gross Landed Weight of each Aircraft and accurate books all other traffic and activity statistics that AUTHORITY requires. Such records shall be available in electronic format to AUTHORITY for a period of account and records at its principal place of business in connection with each three (3) years after occurrence of the Included Programs activities reported. All records made available shall be certified by an officer of CARRIER as accurate and pertaining complete. The Director or a duly authorized representative may examine any records relating to Licenseeactivity at the Airport during all reasonable business hours, at a place at the Airport agreed to between CARRIER and AUTHORITY. Upon AUTHORITY’s compliance with written request for examination of such records, CARRIER shall produce them to AUTHORITY within ten (10) Business Days for AUTHORITY’s auditor(s) to perform the terms hereof, including, without limitation, copies audit at a location approved by the AUTHORITY. The initial cost of an audit outside of the statements referred Airport, including auditor(s) transportation, food and lodging expenses, shall be borne by AUTHORITY. However, the full cost of the audit, shall be borne by CARRIER if the audit reveals any of the following conditions: a. Underpayment of more than ten percent (10%) of the fees and charges due hereunder, unless such underpayment is the result of a demonstrable miscalculation by AUTHORITY; or b. Failure to maintain accurate and complete records and supportive source documentation required in Article 16 of this Schedule. During the Term and for up Section; or c. Failure to twenty-file Monthly Activity Reports during four (244) or more months thereafter, but no more than once during of any twelve consecutive eighteen (1218) month period, Licensor . Any underpayment of amounts due AUTHORITY disclosed in an audit conducted pursuant to this Section shall have accrue including interest of twelve percent (12%) annual percentage rate computed from the right during Licensee’s business hours original due date of each such amount due. The full amount due plus interest and audit fees shall be paid to have an Accountant to audit and check at Licensee’s principal place of business upon no less than AUTHORITY within thirty (30) days advance written notice for a period from receipt of AUTHORITY’s invoice. Such payment by CARRIER shall not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountantabrogate CARRIER’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunder. Under no circumstances shall Licensor or the Accountant have the right to examine records relating contest the validity of said underpayments. AUTHORITY shall credit to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered CARRIER valid overpayments made by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the AccountantCARRIER.

Audit. Licensee shall keep and maintain complete and accurate books of account and records at 28.1 With respect to each Included Program, during its principal place of business in connection with each of the Included Programs and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During the Term License Period and for up to twenty-four (24) months two years thereafter, but no more than once during any twelve (12) month period, Licensor shall have the right during right, upon the auditor’s execution of a reasonable confidentiality agreement, to audit Licensee’s business hours to have an Accountant to audit books and check at records necessary for (i) the computation of License Fees for such Included Program and (ii) confirming Licensee’s principal place compliance with Section 9 (Other Content Providers) of business upon no less than thirty this Agreement (30“Records”) days advance written notice (and, only in the case where Licensee does not have sufficient Records, Licensee shall require any Approved System to accord Licensor the same audit rights with respect to their respective Records) once per calendar year for a period not to exceed fourteen 30 days. Any audit shall take place during normal business hours using a nationally recognized accounting or audit firm or an accounting or audit firm recognized throughout the entertainment industry, or such other accounting firm upon which the parties shall mutually agree. To the extent an audit relates to Licensor’s opportunity under this Agreement to match other agreements, such auditor shall disclose to Licensor only such information as is necessary to permit Licensor to enforce its rights hereunder (14) days (provided e.g., if such auditor concludes that Licensee is promptly responding to the Accountant’s reasonable requests for documents and informationhas fully complied with an audited match provision, such auditor shall only report that fact), and at Licensor’s sole expense, as necessary for the purpose of verifying . If an audit reveals that Licensee has under-reported the amounts due from Licensee payable to Licensor hereunder, Licensee shall immediately account and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered pay to Licensor by Licensee with respect to the Licensed Content and for the amount of any shortfall together with interest at an annual rate equal to 110% of the license fees paid or payable hereunderprime lending rate of ▇.▇. Under no circumstances shall Licensor ▇▇▇▇▇▇ ▇▇▇▇▇ (or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes maximum rate permitted by applicable law, if lower). Further, if an audit reveals an aggregate underpayment of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is License Fees in excess of 10% of such license fees due for the period covered by such auditaudited, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party shall pay all actual out-of-pocket of¬pocket costs and expenses reasonably incurred by Licensor for such audit up to $75,000; provided, however, that such $75,000 cap shall only be applicable if Licensee has reasonably cooperated with Licensor and has not in any way committed any intentional act or omission which causes Licensor’s audit conducted by costs to increase in connection with such audit. 28.2 The exercise of Licensor’s right to audit pursuant to this Section 28 shall be with prejudice to Licensor’s rights and remedies with regard to the Accountantmatters audited; provided, however, that Licensor shall retain any rights or remedies hereunder with regard to fraud, the failure of Licensee or an Approved System to produce documents requested during any such audit, and the failure of Licensee to make any payment required as the result of such audit.

Audit. Licensee (i) Broadcaster’s representatives shall keep have the right, not more than twice during the Term, to review and maintain complete and accurate books of account / or audit the SMS, CAS, other related systems and records at its principal place of business in connection with each SMS of the Included Programs Operator relating to the Subscribed Channels for the purpose of verifying the correctness of the information contained in Subscriber Reports and pertaining to LicenseeOperator’s full compliance with the terms hereofand conditions of the Agreement. If such review and or audit reveals that additional license fees are payable to the Broadcaster, the Operator shall immediately pay such additional license fees, as increased by interest levied at the rate of twenty four percent (24%) per annum. If any license fees due for any period exceed the Monthly License Fees reported by the Operator to be due for such period by 2% (two percent) or more, the Operator shall pay all of the Broadcaster’s costs incurred in connection with such review and/or audit, and take any necessary actions to avoid such errors in the future. (ii) The Operator shall remain the sole owner and holder of all customer databases compiled by the Operator under the Agreement. (iii) Broadcaster’s auditors shall also have the right to review or audit the books of accounts and records of Operator relating to the Subscribed Channels, once during the Term, for the purpose of verifying the correctness of the amounts payable to the Broadcaster under this Agreement and the correctness of the information contained in Subscriber Reports. The scope of such Audit shall be as set out in Annexure F. If such review or audit reveals that additional fees are payable to the Broadcaster (“Additional Fees determined by Commercial Audit”), Operator shall immediately pay such Additional Fees determined by Commercial Audit, as increased by interest levied at the rate of twenty four percent (24%) per annum. If such Additional Fees determined by Commercial Audit is more than five per cent (5%) of the Monthly License Fees for the applicable period already paid by Operator to the Broadcaster, the Operator shall pay all of the Broadcaster’s costs incurred in connection with such review and/or audit, and undertake to take any necessary actions to avoid such errors in the future. Further in such a case where there is a discrepancy of 5% or more, as detailed in this clause, the Broadcaster shall be permitted to be undertake such review/audit carried once in every quarter henceforth, however at the Broadcaster s sole discretion. For the sake of clarity, if such quarterly review/audit shows any discrepancy, then the Operator shall be liable to reimburse the Broadcaster’s costs incurred in connection with such review and/or audit. (iv) The Operator shall provide full cooperation to the Broadcaster’s Auditors in order to carry out the audit including but not limited to granting unfettered, unqualified and unrestricted access to the Operator’s facilities and systems including but not limited to SMS, CAS, IT systems and providing documents as may be required by the Auditors. The Operator shall have no objection to Auditors carrying/using their own equipment’s, systems including but not limited to laptop, software & hardware for conducting such audit and shall be provided with free ingress and egress from the premises where in such audit is conducted. This shall also apply to Technical Audits. Any breach by or on the part of the Operator with regard to the above covenants shall be construed as material breach of this Agreement. (v) The Operator will maintain at its own expense a subscriber management system (“SMS”) capable of, at a minimum: (a) maintaining a computerized customer database capable of recording adequate details of each Subscriber, including name, address, chosen method of payment and billing; (b) administering subscriptions of Subscribers by producing and distributing contracts for new Subscribers and setting up and maintaining an infrastructure whereby Subscriber contracts are collected and recorded in the SMS database for ongoing administration; (c) handling all ongoing administrative functions in relation to Subscribers, including, without limitation, copies billing and collection of the statements referred subscription payments, credit control, sales enquiries and handling of complaints; (d) administering payments of any commission fees from time to in Article 16 of this Schedule. During the Term and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor shall have the right during Licensee’s business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding time payable to the AccountantOperator’s reasonable requests authorized agents for documents the sale to Subscribers of programming packages; (e) obtaining and information)distributing receivers and smartcards, if applicable, to Subscribers, and at Licensor’s sole expense, as necessary for issue replacement smartcards from time to time in its discretion; and (f) Enable new Subscribers via the purpose of verifying the amounts due SMS over-the-air addressing system and disable defaulting Subscribers from Licensee time to Licensor hereunder, and time in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunder. Under no circumstances shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the Accountantits discretion.

Audit. Licensee shall keep and maintain complete and accurate books of account and records at its principal place of business in connection with each of (a) At the Included Programs and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During the Term and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor shall have the right during Licensee’s business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents and information)request, and at Licensor’s sole expense, as necessary of Licensor within one year after receiving any Payment Statement, Licensee shall permit an independent certified public accountant designated by Licensor and reasonably acceptable to Licensee (the "Auditor"), to access Licensee's records maintained pursuant to Section 4.1 upon reasonable prior written notice to Licensee and during Licensee's normal business hours solely for the purpose of verifying the amounts due from payment made in connection with such Payment Statement. The Auditor must conduct such audit in a manner designed to minimize disruption of Licensee's normal business operations. All information and materials made available to or otherwise obtained or prepared by or for the Auditor in connection with such audit will be deemed Licensee's Confidential Information and will be subject to the Auditor's entry, prior to conducting the audit, into a written agreement with Licensee containing confidentiality and restricted use obligations at least as restrictive as those set out in Section 8. Licensor may not exercise this right more than once in any calendar year and the Auditor may only disclose to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s books and records pertaining solely information limited to the accuracy of the statements Payment Statement and other financial information delivered to any deficiency in the payment made, or any overpayment. Licensor by Licensee with respect to shall not compensate the Licensed Content and Auditor (in whole or in part) contingent on the amount outcome of the license fees paid or payable hereunder. Under no circumstances audit. (b) Licensor shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver provide to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination copy of Licensee’s books and records. Licensor may only make such an examination for a particular statement the Auditor's audit report within twenty-four thirty (2430) months after days of Licensor's receipt of the date when Licensor receives such statementreport. If the report shows that payments made by Licensee are deficient, Licensee shall pay Licensor shall so examine the deficient amount within thirty (30) days after Licensee’s books and records's receipt of the audit report. If the report shows that payments made by Licensee are in excess of the required payment, then Licensor shall, within six (6) months at Licensee's election, credit the excess amount against future Royalties or pay Licensee the excess amount at the time it provides the copy of the conclusion Auditor's audit report to Licensee. (c) The failure of Licensor to request verification of any Payment Statement during the one-year period after receipt of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor Payment Statement shall be deemed to have consented to all accountings rendered acceptance by Licensor of the accuracy of the Payment Statement and the payments made by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the AccountantPayment Statement.

Audit. Licensee At its option, Landlord may at any time upon ten (10) twenty (20) days’ prior written notice to Tenant, arrange for an auditor selected by Landlord to conduct a complete audit (including a physical inventory) of the entire records and operations of Tenant and/or any person or entity conducting business in the Premises concerning business transacted upon or includable in Gross Sales from the Premises during the period covered by any statement issued by Tenant or such other person or entity as above set forth in Article IV hereof. Tenant shall keep and maintain complete and accurate books make available to Landlord’s auditor at the Premises or Tenant’s main accounting office within ten (10) twenty (20) days following ▇▇▇▇▇▇▇▇’s notice requiring such audit, all of account the books, source documents, accounts and records at its principal place of business in connection with each of the Included Programs and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 Section 4.01 hereof and any other materials which such auditor deems necessary or desirable for the purpose of this Schedulemaking such audit. During Tenant shall promptly pay to Landlord the Term and for up amount of any deficiency in percentage rent payments disclosed by any such audit. If such audit shall disclose that ▇▇▇▇▇▇’s statement of Gross Sales is at variance to twenty-four the extent of one percent (241%) months thereaftertwo percent (2%) or more, but no more than once during any twelve Landlord may bill to Tenant the cost of such audit, which shall be paid by Tenant within ten (1210) month period, Licensor shall have the right during Licensee’s business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding after ▇▇▇▇▇▇’s receipt of Landlord’s invoice. In addition to the Accountant’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunderforegoing, and in such addition to all other remedies available to Landlord, in the event Landlord or Landlord’s auditor shall schedule a manner as not date for an audit of Tenant’s records in accordance with this Section 5.02, and Tenant shall fail to interfere be available or shall otherwise fail to comply with the normal business activities of Licensee, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunder. Under no circumstances shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content requirements for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor Tenant shall be deemed to have consented to pay, as additional rent, all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for associated with the scheduled audit. Landlord shall not audit Tenant’s Gross Sales records more often than once per Lease Year unless any audit conducted by the Accountantshall disclose a variance between actual Gross Sales and reported Gross Sales of three percent (3%) or more in which event Landlord may thereafter audit without any limitation on frequency.

Audit. During the Term and for a period of three (3) years thereafter the Licensee shall keep and maintain complete and accurate books of account and records at its principal place of business in connection true detailed and accurate books and records together with supporting bills invoices and vouchers of any and all transactions (including without limitation the manufacture shipping distribution and sale of each of the Included Programs Products and pertaining packaging or containers thereof) which relate to Licensee’s compliance with or affect this agreement the terms Products or any provisions hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During the Term and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor shall have the right during Licensee’s business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s The said books and records pertaining solely with supporting documentation and other items shall be open to audit examination inspection the making of extracts and the taking of copies thereof by the Licensor or its representative(s) during regular business hours upon no more that five (5) business days’ notice. In the event that any such examination and inspection shall indicate that the Licensee shall have made errors to the accuracy detriment of the statements and other financial information delivered to Licensor by then the Licensee with respect shall forthwith pay to the Licensed Content and Licensor the amount of the license fees paid or payable hereunderrelevant discrepancy and if such error to the detriment of the Licensor shall be in excess of five per cent (5%) of the royalties earned by the Licensor during the periods for which such examination and inspection relates then the Licensee shall be solely responsible for and shall pay the costs of such inspection and examination. Under no circumstances The Licensee will pay the Licensor interest on such under payment and all late payments at the rate of four per cent (4%) above City National Bank Los Angeles Prime Rate from time to time from the date payments should have been made until payment is actually made. The Licensee shall be obligated to obtain for the Licensor or the Accountant have the a similar right to inspect examine records relating to Licensee’s business generally or with respect to any other content for purposes make extracts and take copies of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s the books and records constitute of each of the Licensee’s manufacturers and contain confidential information, and Licensor’s Accountant must sign and deliver to sub-licensees. Acceptance of any sum by or on behalf of the Licensor from the Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging shall not in any examination of Licensee’s books and records. manner be construed as a waiver by the Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed pertaining to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after validity of the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount such payment nor a waiver of underpayment. If such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted breach by the AccountantLicensor of any provision of this agreement.

Audit. Licensee shall keep and maintain complete and accurate books of account and records at its principal place of business in connection with each of the Included Programs and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. 8.1 During the Term and for up to twenty-four one (241) months year thereafter, but no more than once during any twelve (12) month period, Licensor shall have the right during Licensee’s right, upon at least ten (10) business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding and no more than once per calendar year, to the Accountant’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, inspect Licensee’s books and records pertaining in the possession of or under the control of Licensee solely with respect to the calculation of the Royalty, during Licensee’s regular business hours and without any unreasonable disruption of Licensee’s business, and at the place or places where such records are normally retained by Licensee. While on Licensee’s premises, Licensor (or its qualified third-party auditor) shall at all times comply with Licensee’s rules, regulations, and policies, including security requirements, and shall be subject to supervision by Licensee’s personnel. The on-premises portion of any audit shall be limited to ten (10) business days; provided that during such period Licensee has provided all records necessary to verify the calculation of the Royalty. Any third party auditors retained by Licensor shall be reputable, independent accounting or auditing firms. No audit may cover any period covered by a previous audit or cover a period spanning more than two (2) years prior to commencement of the audit. Licensor shall be permitted to make copies of the books and records made available to it and extracts therefrom. The results and proceeds of any audit shall be provided to Licensee and deemed Licensee’s confidential information to be used only in Licensor’s efforts to enforce compliance with the Agreement. 8.2 Any claim with respect to an audit must be made within nine (9) months following the date Licensor (or its third-party auditor) had been provided access to the information necessary to confirm the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to calculation of the Licensed Content and Royalty. In the event that an audit reveals a discrepancy in the amount of the license fees paid or payable hereunder. Under no circumstances shall Royalty owed Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programsfrom what was actually paid, Licensee shall immediately pay such discrepancy, plus interest, calculated at the amount of underpaymentrate equal [REDACTED] PERCENT ([REDACTED]%) per annum calculated pro rata on a daily basis, but not to exceed the maximum rate allowed by law. If In the event that such error discrepancy is in excess of 10% of such license fees due for the period covered by such audit[REDACTED] UNITED STATES DOLLARS ($[REDACTED]), Licensee shall, in addition to making immediate payment of the additional license fees due, shall also reimburse Licensor for the reasonable third party out-of-pocket actual, reasonable, and documented costs of such audit. 8.3 All books and expenses incurred by records relative to Licensee’s calculation of the Royalty hereunder shall be maintained and kept accessible and available to Licensor for any audit conducted by the Accountantinspection for at least one (1) year after expiration or termination of this Agreement.

Audit. Licensee shall keep and maintain at all times true and complete records and accurate books of account together with all other information relevant to the provisions of this Agreement. Licensor or its designee shall have the right at any time during or after the Term during business hours to audit, check and records copy, at its Licensee’s principal place of business in connection with each of the Included Programs business, Licensee’s books and records pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies the accuracy of the statements referred delivered to in Article 16 of Licensor by Licensee pursuant to this Schedule. During the Term and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor shall have the right during Licensee’s business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents and information)Agreement, and the amount of the License Fees payable hereunder. In addition, Licensee shall cause its Affiliated Systems and Affiliated Institutions to permit Licensor to audit, check and copy, at Licensor’s sole expensesuch entities’ respective principal places of business, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s their books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunderLicensee. Under no circumstances shall Licensor or the Accountant have the right to examine records relating to Licensee’s business generally or If any such audit reveals an error with respect to any other content for purposes of comparison item bearing upon the License Fees due or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and payable to Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in this Article 25 except in the case of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered by such audit, Licensee shall, in addition to making recompute and make immediate payment of the additional license fees dueLicense Fees due under this Agreement, reimburse Licensor together with interest thereon, compounded monthly from the date on which such License Fees shall have first been due and payable hereunder, at a rate equal to the lesser of (i) 110% of the prime rate published from time to time in the U.S. edition of the Wall Street Journal (“Prime Rate”) and (ii) the maximum rate permitted by applicable law. Additionally, in the event that the actual License Fees due under this Agreement for any period exceed the reasonable third party out-of-pocket License Fees reported by Licensee to be due for such period by 10% or more, Licensee shall pay all costs and expenses incurred by Licensor for the review and audit in respect of such period. The exercise of any right to check, copy or to audit conducted at any time(s) or the acceptance by Licensor of any statement or payment shall be without prejudice to any of Licensor’s rights or remedies and shall not bar Licensor from thereafter disputing the Accountantaccuracy of any such payment or statement and Licensee shall remain fully liable for any balance due under the terms of this Agreement.

Audit. Licensee shall keep and maintain complete and accurate books of account and records at its principal place of business in connection with each of the Included Programs and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During the Term and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor shall have the right during business hours, with 10 Business Days prior written notice and without interrupting Licensee’s business hours to have an Accountant operation, to audit and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licenseebusiness, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunder. Under no circumstances shall The exercise by Licensor of any right to audit or the Accountant have acceptance by Licensor of any statement or payment, whether or not the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes subject of comparison or otherwise. The Accountant an audit, shall not be engaged on bar Licensor from thereafter asserting a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential informationclaim for any balance due, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor remain fully liable for any reason unless specific objections, in writing, stating balance due under the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in terms of this Article 25 except in the case of court-ordered discovery in the event of litigationAgreement. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall have 30 days to present written inconformity to said claim. After the parties reach an agreement on the amount of the discrepancy, if any, Licensee shall immediately pay the amount of underpayment, plus interest thereon from the date such payment was originally due at a rate equal to the lesser of one hundred ten percent (110%) of the Prime Rate and the maximum rate permitted by applicable law. If such error is in excess of 1035% of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees duedue plus interest in accordance with the previous sentence, reimburse pay to Licensor for (i) the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted audit, and (ii) reasonable attorneys fees incurred by Licensor in enforcing the Accountantcollection thereof. In the event that the rate of interest set forth in this Section exceeds the maximum permitted legal interest rate, such rate shall be automatically reduced to the maximum permitted legal interest rate, and all other terms and conditions of this Agreement shall remain in full force and effect.

Audit. Licensee shall and its wholly-owned subsidiaries agrees to keep and maintain complete true and accurate books records for the purpose of account and records at its principal place of business making the reports described in connection with each Section 3.5 of the Included Programs and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this ScheduleAgreement. During the Term and for up to twenty-four (24) months thereafter, but no more than once during any twelve (12) month period, Licensor shall have the right to nominate an auditor acceptable to and approved by Licensee, which approval shall not be unreasonably withheld, who shall have the right to inspect and make copies of the records (both electronic and hard copy) of Licensee during Licensee’s reasonable business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying compliance with the amounts due from reporting obligations set forth in Section 3.5 as well as such other books and records (both electronic and hard copy) as are reasonably required to verify Licensee's compliance with each and every term and condition of this Agreement. Licensor shall provide Licensee with no less than 2 weeks written notice of its intent to audit the Licensee's books and records as provided under this Agreement, and Licensee and its wholly-owned subsidiaries shall be ready for such audit - meaning that Licensee shall have all records required hereunder ready for inspection upon the arrival of the audit team and Licensee and its wholly-owned subsidiaries shall also promptly provide additional documentation as may be reasonably required. Such notice shall indicate the period to be audited, the identity of the auditor and the scope for the audit. If such audit or examination of Licensee's books and records reveals that Licensee or its wholly-owned subsidiaries have failed to properly account for and pay Licensee Fees owing to Licensor hereunder, and in such owed amount will bear interest until paid at a manner as not to interfere with the normal business activities rate of Licensee, Licensee’s books and records pertaining solely interest equal to the accuracy lesser of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunder. Under no circumstances shall Licensor 18 percent compounded per annum or the Accountant have maximum interest rate allowed by applicable law. If: (i) the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after unpaid amount exceeds the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of total amount reported under the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions reporting obligations set forth in this Article 25 except Section 3.5 by [*] or more in any given year under the Agreement; (ii) Licensee or its wholly-owned subsidiaries are not ready for the audit as outlined herein; (iii) Licensee or its wholly-owned subsidiaries do not timely comply with supplemental records requests and audit responses; or (iv) in the case reasonable opinion of court-ordered discovery in the event of litigation. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programsauditor, Licensee shall immediately pay or its wholly-owned subsidiaries are not cooperating with the amount of underpayment. If such error is in excess of 10% of such license fees due for the period covered by such auditaudit process, then Licensee shall, in addition to making immediate payment of the additional license fees due, will reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the Accountant[*].

Audit. Licensee shall keep and maintain complete and accurate books of account and records at its principal place of business in connection with each of the Included Programs and pertaining to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this Schedule. During the Term Upon ten (10) Business Days’ notice, and for up to twenty-four (24) months thereafter, but no more than once during any each twelve (12) month period, Licensor shall have the right during Licensee’s business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licenseebusiness, Licensee’s books and records pertaining solely to the accuracy of the statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content and the amount of the license fees paid or payable hereunder. Under no circumstances shall The exercise by Licensor of any right to audit or the Accountant have acceptance by Licensor of any statement or payment, whether or not the right to examine records relating to Licensee’s business generally or with respect to any other content for purposes subject of comparison or otherwise. The Accountant an audit, shall not be engaged on bar Licensor from thereafter asserting a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential informationclaim for any balance due, and Licensor’s Accountant must sign and deliver to Licensee a confidentiality agreement in a form acceptable to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor remain fully liable for any reason unless specific objections, in writing, stating balance due under the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other than in accordance with the provisions set forth in terms of this Article 25 except in the case of court-ordered discovery in the event of litigationAgreement. If an examination establishes an error in Licensee’s computation of license fees due with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment, plus interest thereon from the date such payment was originally due at a rate equal to the maximum rate permitted by applicable law. If such error is in excess of 10% five percent (5%) of such license fees due for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees duedue plus interest in accordance with the previous sentence, reimburse pay to Licensor for (i) the reasonable third party reasonable, out-of-pocket costs and expenses incurred by Licensor for in connection with any audit conducted such audit, and (ii) reasonable attorneys fees actually incurred by Licensor in enforcing the Accountantcollection thereof. In the event that the rate of interest set forth in this Section exceeds the maximum permitted legal interest rate, such rate shall be automatically reduced to the maximum permitted legal interest rate, and all other terms and conditions of this Agreement shall remain in full force and effect.

Audit. Licensee shall keep keep, and maintain complete shall cause Sublicensees to keep, accurate records in sufficient detail such that the amount of any Sublicense Fee or royalty due and accurate books of account and records at its principal place of business in connection with each of the Included Programs and pertaining payable to Licensee’s compliance with the terms hereof, including, without limitation, copies of the statements referred to in Article 16 of this ScheduleCARDIFF may be verified. During the Term term of this Agreement and for up to twenty-four (24) months a period of one year thereafter, but Licensee shall permit CARDIFF or its qualified representatives to inspect, copy, and audit its books and records, no more than once per calendar year, with respect only to Sublicense Payments received or the sale of Licensed Products, upon reasonable notice and during any twelve (12) month period, Licensor shall have the right during Licensee’s business hours to have an Accountant to audit and check at Licensee’s principal place of business upon no less than thirty (30) days advance written notice for a period not to exceed fourteen (14) days (provided that Licensee is promptly responding to the Accountant’s reasonable requests for documents and information), and at Licensor’s sole expense, as necessary for the purpose of verifying the amounts due from Licensee to Licensor hereunder, and in such a manner as not to interfere with the normal business activities of Licensee, Licensee’s hours. Such books and records pertaining solely to the accuracy of the include, but are not limited to, invoice registers and original invoices; product sales reports; price lists, sales ledgers; accounting general ledgers; sublicense and distributor agreements; price lists; product catalogues and marketing materials; financial statements and other financial information delivered to Licensor by Licensee with respect to the Licensed Content income tax returns; sales tax returns; and inventory and production records and shipping documents. Such examination shall be made at CARDIFF’s expense. If such examination determines an underpayment of ten percent (10%) or more in the amount of the license fees paid royalty or payable hereunderother payments due CARDIFF for any year, then Licensee shall reimburse CARDIFF for reasonable out of pocket costs associated with such examination or audit, including any professional fees. Under no circumstances shall Licensor Conversely, if such examination determines an overpayment was made by Licensee, such overpayments will be refunded or the Accountant have the right to examine records relating to credited against future amounts owed by Licensee’s business generally or with respect to any other content for purposes of comparison or otherwise. The Accountant shall not be engaged on a contingency fee basis. Licensor acknowledges that Licensee’s books and records constitute and contain confidential information, and Licensor’s Accountant must sign and deliver to Licensee a No separate confidentiality agreement in a form acceptable will be required between the Parties to Licensee prior to engaging in any examination of Licensee’s books and records. Licensor may only make conduct such an examination for a particular statement within twenty-four (24) months after the date when Licensor receives such statement. If Licensor shall so examine Licensee’s books and records, then Licensor shall, within six (6) months of the conclusion of such audit, inform Licensee in writing of any claim resulting therefrom. Licensor shall be deemed to have consented to all accountings rendered by Licensee hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason unless specific objections, in writing, stating the basis thereof, are given to Licensee within twenty-four (24) months after the date rendered, and, after such written objection, unless suit is instituted within thirty-six (36) months after the date rendered. Licensor shall have no right, under common law or otherwise, to examine or audit Licensee’s books and records other provided that any representatives of CARDIFF agree to be bound by confidentiality terms no less restrictive than in accordance with the provisions those set forth in this Article 25 except in 10 herein, and the case results of court-ordered discovery in the event of litigation. If an examination establishes an error in audit shall be treated as Licensee’s computation Confidential Information. The Parties agree that CARDIFF or its representative may keep a copy of license fees due all documents provided by Licensee hereunder and all documents created by CARDIFF or its representative in connection with respect to the Included Programs, Licensee shall immediately pay the amount of underpayment. If such error is in excess of 10% of such license fees due examination or audit for the period covered by such audit, Licensee shall, in addition to making immediate payment of the additional license fees due, reimburse Licensor for the reasonable third party out-of-pocket costs and expenses incurred by Licensor for any audit conducted by the Accountantarchival purposes.