Common use of Records and Adjustments Clause in Contracts

Records and Adjustments. (a) Licensee shall keep full, clear and accurate records with respect to (i) any and all Licensed Activities and Licensed Products and (ii) any and all Direct Revenue, Indirect Revenue and Excluded Revenue, and shall furnish any information which Nokia may reasonably prescribe from time to time to enable Nokia to ascertain the proper fee amounts due hereunder on account of the Licensed Activities and selling, leasing or putting into use of Licensed Products. Licensee shall retain such records with respect to (i) any and all Licensed Activities and each Licensed Product for at least five (5) years from the date of such Licensed Activities or the sale, lease or putting into use of such Licensed Product, and (ii) any and all Direct Revenue, Indirect Revenue and Excluded Revenue for at least five (5) years from the date of having earned such revenue. Not more than once per calendar year, Nokia shall have the right through accredited auditors to make an examination, following advance notice and during normal business hours, of all records and accounts bearing upon the amount of royalty payable to it hereunder (including but not limited to any and all records and accounts relating to Direct Revenue, Indirect Revenue and Excluded Revenue), and the audit results will be maintained as confidential among the auditors and Nokia pursuant to Section 5.14 of this Agreement. Adjustments shall be made within sixty (60) days to compensate for any errors or omissions disclosed by such examination. If such audit discloses a reported error of four percent (4%) or greater with respect to the reported sums paid to Nokia by Licensee during the applicable period subject to such audit, Licensee shall fully reimburse Nokia, promptly upon demand, for the reasonable fees and disbursements for completing such audit. Otherwise, Nokia shall be responsible for the cost of each such audit. (b) Independent of any such examination, Nokia will credit to Licensee the amount of any overpayment made in error which is identified and fully explained in a written notice to Nokia delivered within three (3) months after the due date of the payment which included such alleged overpayment, provided that Nokia is able to verify, to its own satisfaction, the existence and extent of the overpayment. (c) No refund, credit or other adjustment of fee payments shall be made by Nokia hereunder except as provided in this Section 3.06. Rights conferred by this Section 3.06 shall not be affected by any statement appearing on any check or other document, except to the extent that any such right is expressly waived or surrendered by a Party having such right and signing such statement.

Records and Adjustments. (a) Licensee INTRALASE shall keep full, clear and accurate records with respect to (i) any and all Licensed Activities and Licensed Products and (ii) any and all Direct Revenue, Indirect Revenue and Excluded Revenue, LICENSED PRODUCTS and shall furnish any information which Nokia AGERE may reasonably prescribe from time to time to enable Nokia AGERE to ascertain the proper fee amounts royalty due hereunder on account of the Licensed Activities products sold, leased and selling, leasing or putting put into use by INTRALASE or any of Licensed Productsits RELATED COMPANIES. Licensee INTRALASE shall retain such records with respect to (i) any and all Licensed Activities and each Licensed Product LICENSED PRODUCT for at least five (5) years from the date of such Licensed Activities or the sale, lease or putting into use of such Licensed Product, and (ii) any and all Direct Revenue, Indirect Revenue and Excluded Revenue for at least five (5) years from the date of having earned such revenueLICENSED PRODUCT. Not more than once per calendar year, Nokia AGERE shall have the right through its accredited auditors no more than once every year to make an examinationexamination after notice of at least thirty (30) days, following advance notice and during normal business hours, of all records and accounts bearing upon the amount of royalty payable to it hereunder (including but not limited to any and all records and accounts relating to Direct Revenue, Indirect Revenue and Excluded Revenue), and the audit results will be maintained as confidential among the auditors and Nokia pursuant to Section 5.14 of this Agreementhereunder. Adjustments Prompt adjustment shall be made within sixty (60) days to compensate for any errors or omissions disclosed by such examination. If , provided AGERE gives INTRALASE notice, in writing, of such audit discloses a reported error underpayment within thirty (30) days of four percent (4%) or greater with respect to the reported sums paid to Nokia by Licensee during the applicable period subject to such audit, Licensee shall fully reimburse Nokia, promptly upon demand, for the reasonable fees and disbursements for completing completion of such audit. Otherwise, Nokia Such notice shall contain the report of such auditors and shall include the data which formed the *** Material has been omitted pursuant to a request for confidential treatment. basis for such underpayment calculation. AGERE shall be responsible for all its costs of an audit unless the cost audit revealed an underpayment by INTRALASE of each at least ten percent (10%) for the audited period. In such an event, INTRALASE shall be responsible for AGERE’s reasonable out-of-pocket costs for such accredited auditors to conduct the audit. (b) Independent of any such examination, Nokia AGERE will credit to Licensee INTRALASE the amount of any overpayment of royalties made in error which is identified and fully explained in a written notice to Nokia AGERE delivered within three twelve (312) months after the due date of the payment which included such alleged overpayment, provided that Nokia AGERE is able to verify, to its own satisfaction, the existence and extent of the overpayment. (c) No refund, credit or other adjustment of fee royalty payments shall be made by Nokia hereunder AGERE except as provided in this Section 3.06Sections 2.01(c) and 2.03. Rights conferred by this Section 3.06 2.03 shall not be affected by any statement appearing on any check or other document, except to the extent that any such right is expressly waived or surrendered by a Party party having such right and signing such statement.

Records and Adjustments. (a) Licensee WS shall keep full, clear and accurate records with respect to (i) any and all Licensed Activities and Licensed Products and (ii) any and all Direct Revenue, Indirect Revenue and Excluded Revenue, LICENSED PRODUCTS and shall furnish any information which Nokia LUCENT GRL may reasonably prescribe from time to time to enable Nokia LUCENT GRL to ascertain the proper fee amounts royalty due hereunder on account of the Licensed Activities products sold, leased and selling, leasing or putting put into use by WS or any of Licensed Productsits RELATED COMPANIES. Licensee Such records should include all records showing revenues attributable to the sale, lease or furnishing of any LICENSED PRODUCTS prior to reaching the Royalty Accrual Level. WS shall retain such records with respect to (i) any and all Licensed Activities and each Licensed Product LICENSED PRODUCT for at least five seven (57) years from the date of such Licensed Activities or the sale, lease or putting into use of such Licensed Product, and (ii) any and all Direct Revenue, Indirect Revenue and Excluded Revenue for at least five (5) years from the date of having earned such revenueLICENSED PRODUCT. Not more than once per calendar year, Nokia LUCENT GRL shall have the right through its accredited auditors and at its own expense, to make an examination, following advance notice and during normal business hourshours and upon reasonable notice and no more than once in any twelve (12) month period, of all records and accounts bearing upon the amount of royalty payable to it hereunder (including but not limited to any and all records and accounts relating to Direct Revenue, Indirect Revenue and Excluded Revenue), and the audit results will be maintained as confidential among the auditors and Nokia pursuant to Section 5.14 of this Agreementhereunder. Adjustments Adjustment shall be made within sixty (60) days to compensate for any errors or omissions disclosed by such examination. If such audit discloses a reported error of four percent (4%) or greater with respect to the reported sums paid to Nokia by Licensee during the applicable period subject to such audit, Licensee shall fully reimburse Nokia, promptly upon demand, for the reasonable fees and disbursements for completing such audit. Otherwise, Nokia shall be responsible for the cost of each such audit. (b) Independent of any such examination, Nokia LUCENT GRL will credit to Licensee WS the amount of any overpayment of royalties made in error which is identified and fully explained in a written notice to Nokia LUCENT GRL delivered within three twelve (312) months after the due date of the payment which included such alleged overpayment, provided that Nokia LUCENT GRL is able to verify, to its own reasonable satisfaction, the existence and extent of the overpayment. (c) No refund, credit or other adjustment of fee royalty payments shall be made by Nokia hereunder LUCENT GRL except as provided in this Section 3.062.04. Rights conferred by this Section 3.06 2.04 shall not be affected by any statement appearing on any check or other document, except to the extent that any such right is expressly waived or surrendered by a Party having such right and signing such statement.. ▇▇ ▇▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇▇▇

Records and Adjustments. (a) Licensee GCAST shall keep full, clear and accurate records with respect to (i) any all LICENSED PRODUCTS sold, leased or otherwise disposed of and all Licensed Activities and Licensed Products and (ii) any and all Direct Revenue, Indirect Revenue and Excluded Revenue, sublicenses granted pursuant to Section 2.03 and shall furnish any relevant information which Nokia LUCENT may reasonably prescribe from time to time to enable Nokia LUCENT to ascertain the proper fee amounts royalty due hereunder on account of the Licensed Activities LICENSED PRODUCTS sold, leased and sellingotherwise disposed of by GCAST or any of its SUBSIDIARIES and on account of sublicenses granted, leasing or putting into use of Licensed Productsby GCAST hereunder. Licensee GCAST shall retain such records with respect to (i) any and all Licensed Activities and each Licensed Product for at least five seven (57) years from the date granting of such Licensed Activities or each sublicense and from the **Confidential treatment has been requested with respect to certain information contained in this document. Confidential portions have been omitted from the public filing and have been filed separately with the Securities and Exchange Commission. 10 sale, lease or putting into use of such Licensed Product, and (ii) any and all Direct Revenue, Indirect Revenue and Excluded Revenue for at least five (5) years from the date of having earned such revenueLICENSED PRODUCTS. Not No more than once per calendar year, Nokia LUCENT shall have the right through its mutually acceptable accredited auditors to make an examination, following advance notice and during normal business hours, of all records and accounts bearing upon the amount of royalty payable to it hereunder (including but not limited provided that such auditors agree to any and all maintain the confidentiality of such records and accounts relating to Direct Revenue, Indirect Revenue and Excluded Revenue), and the audit results will be maintained as confidential among the auditors and Nokia pursuant to Section 5.14 of this Agreementaccounts. Adjustments Prompt adjustment shall be made within sixty (60) days to compensate for any errors or omissions disclosed by such examination. If such In the event that a previous audit discloses has revealed a reported error deficiency of four greater than five percent (45%) or greater with respect to of the reported sums paid to Nokia by Licensee during total amount owed LUCENT over at least a year, LUCENT may audit GCAST twice per year in the applicable period subject to such audit, Licensee shall fully reimburse Nokia, promptly upon demand, for the reasonable fees and disbursements for completing such audit. Otherwise, Nokia shall be responsible for the cost of each such auditmanner provided above. (b) Independent of any such examination, Nokia LUCENT will credit to Licensee GCAST the amount of any overpayment of royalties made in error which is identified and fully explained in a written notice to Nokia LUCENT delivered within three twelve (312) months after the due date of the payment which included such alleged overpayment, provided that Nokia LUCENT is able to verify, to its own satisfaction, the existence and extent of the overpayment. (c) No refund, credit or other adjustment of fee payments shall be made by Nokia hereunder except as provided in this Section 3.06. Rights conferred by this Section 3.06 shall not be affected by any statement appearing on any check or other document, except to the extent that any such right is expressly waived or surrendered by a Party having such right and signing such statement.

Records and Adjustments. (a) Licensee Landlord shall keep full, clear records showing all expenditures made in connection with Operating Costs and accurate records with respect to (i) any and all Licensed Activities and Licensed Products and (ii) any and all Direct Revenue, Indirect Revenue and Excluded RevenueTaxes, and shall furnish any information which Nokia may reasonably prescribe from time to time to enable Nokia to ascertain the proper fee amounts due hereunder on account of the Licensed Activities and selling, leasing or putting into use of Licensed Products. Licensee shall retain such records with respect to (i) any and all Licensed Activities and each Licensed Product for at least five (5) years from the date of such Licensed Activities or the sale, lease or putting into use of such Licensed Product, and (ii) any and all Direct Revenue, Indirect Revenue and Excluded Revenue for at least five (5) years from the date of having earned such revenue. Not more than once per calendar year, Nokia shall have the right through accredited auditors to make an examination, following advance notice and during normal business hours, of all records and accounts bearing upon the amount of royalty payable to it hereunder (including but not limited to any and all records and accounts relating to Direct Revenue, Indirect Revenue and Excluded Revenue), and the audit results will be maintained as confidential among the auditors and Nokia pursuant to Section 5.14 of this Agreement. Adjustments shall be made available for inspection by Tenant within sixty (60) days after receipt of the statement of actual costs; Landlord and Tenant agree the results of any such audit or review shall remain confidential. Tenant shall have six (6) months to compensate conduct an audit of Operating Costs and Taxes beginning sixty (60) days after Tenant's receipt of the statement of actual costs. Tenant hereby waives any right to any adjustment of sums paid under this Section unless a claim in writing specifying the reasons therefor is delivered to Landlord no later than eight (8) months after the end of the year for which the sums were paid. Operating Costs and Taxes shall be prorated for any errors portion of a year at the beginning or omissions disclosed end of the term of this Lease. Notwithstanding this Section, the Rent payable by Tenant shall in no event be less than the Rent specified in Section 1(g) of this Lease. Any dispute with respect to Landlord's calculations of Common Areas Maintenance Costs and any other costs and expenses or Additional Rent under this Lease shall be resolved by the parties through consultation in good faith within thirty (30) days of the dispute arising. However, if the dispute cannot be resolved within the said period, the parties shall submit the disputed matter to an independent, certified public accountant, selected by both Landlord and Tenant, who shall audit such examinationcosts and expenses and whose decision shall be final and binding on the parties. If such audit discloses Where there is a reported error variance of four ten percent (410%) or greater with respect to more between said decision and the reported sums paid to Nokia by Licensee during the applicable period subject to such auditLandlord's determination of Tenant's Share of Common Area Maintenance Cost and/or Additional Rent, Licensee Landlord shall fully reimburse Nokia, promptly upon demand, for the reasonable fees and disbursements for completing such audit. Otherwise, Nokia shall be responsible for the cost of each such audit. (b) Independent of any such examination, Nokia will credit to Licensee the amount of any overpayment made in error which is identified and fully explained in a written notice to Nokia delivered within three (3) months after toward the due date of the next rent payment which included such alleged overpayment, provided that Nokia is able to verify, to its own satisfaction, the existence and extent of the overpaymentdue. (c) No refund, credit or other adjustment of fee payments shall be made by Nokia hereunder except as provided in this Section 3.06. Rights conferred by this Section 3.06 shall not be affected by any statement appearing on any check or other document, except to the extent that any such right is expressly waived or surrendered by a Party having such right and signing such statement.

Records and Adjustments. (a) Licensee During any period in which a royalty payment may be due, EDIFY, or its acquiring third party, shall keep full, clear and accurate records with respect to (i) any and all Licensed Activities and Licensed Products and (ii) any and all Direct Revenue, Indirect Revenue and Excluded Revenue, and shall furnish any information which Nokia may of data reasonably prescribe from time to time required to enable Nokia an independent auditor to ascertain the proper fee amounts royalty due hereunder on account of the Licensed Activities and selling, leasing as provided by this Agreement. EDIFY or putting into use of Licensed Products. Licensee its acquirer shall retain such records with respect to (i) any and all Licensed Activities and each Licensed Product for at least five (5) years from the date of such Licensed Activities or the sale, lease or putting into use of such Licensed Product, and (ii) any and all Direct Revenue, Indirect Revenue and Excluded Revenue for product. Such records shall at reasonable times during business hours be available upon at least five (5) years from the date of having earned such revenuebusiness days advance written notice, for inspection and copying by an independent auditor chosen by LUCENT and consented to by EDIFY or its acquirer (which consent shall not be reasonably withheld). Not more than once per calendar year, Nokia shall have the right through accredited auditors to make an examination, following advance notice and during normal business hours, of all records and accounts bearing upon the amount of royalty payable to it hereunder (including but not limited to any Any and all records and accounts non-public information relating to Direct Revenue, Indirect Revenue and Excluded Revenue)EDIFY or its acquirer revealed in the course of such audit shall be kept confidential by the auditor. Such non-public information shall not be disclosed to anyone other than employees of the auditor who have a reasonable need to know in connection with such audit, and shall not be used for any purpose other than determining the audit results will be maintained correctness of the royalty payments made hereunder. The auditor may, however, reveal to LUCENT only its final determination as confidential among to the auditors and Nokia pursuant correctness of the royalties, but shall not reveal the details of non-public information related to Section 5.14 EDIFY or its acquirer revealed or learned by the auditor during the course of this Agreementthe audit. Adjustments Prompt adjustment shall be made within sixty (60) days to compensate for any errors or omissions disclosed in royalty payments discovered by such examination. If such audit discloses a reported error of four percent (4%) or greater with respect to the reported sums paid to Nokia by Licensee during the applicable period subject to such audit, Licensee shall fully reimburse Nokia, promptly upon demand, for the reasonable fees and disbursements for completing such audit. Otherwise, Nokia shall be responsible for the cost of each such auditauditor. (b) Independent of any such examination, Nokia LUCENT will credit to Licensee EDIFY the amount of any overpayment of royalties made in error which is identified and fully explained in a written notice to Nokia LUCENT delivered within three twelve (312) months after the due date of the payment which included such alleged overpayment, provided that Nokia LUCENT is able to verify, to its own satisfaction, the existence and extent of the overpayment. (c) No refund, credit or other adjustment of fee royalty payments shall be made by Nokia hereunder LUCENT except as provided in this Section 3.062.04. Rights conferred by this Section 3.06 2.04 shall not be affected by any statement appearing on any check or other document, except to the extent that any such right is expressly waived or surrendered by a Party having such right and signing such statement[*] = OMITTED PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. THE MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Records and Adjustments. (a) Licensee WS shall keep full, clear and accurate records with respect to (i) any and all Licensed Activities and Licensed Products and (ii) any and all Direct Revenue, Indirect Revenue and Excluded Revenue, LICENSED PRODUCTS and shall furnish any information which Nokia LUCENT GRL may reasonably prescribe from time to time to enable Nokia LUCENT GRL to ascertain the proper fee amounts royalty due hereunder on account of the Licensed Activities products sold, leased and selling, leasing or putting put into use by WS or any of Licensed Productsits RELATED COMPANIES. Licensee Such records should include all records showing revenues attributable to the sale, lease or furnishing of any LICENSED PRODUCTS prior to reaching the Royalty Accrual Level. WS shall retain such records with respect to (i) any and all Licensed Activities and each Licensed Product LICENSED PRODUCT for at least five seven (57) years from the date of such Licensed Activities or the sale, lease or putting into use of such Licensed Product, and (ii) any and all Direct Revenue, Indirect Revenue and Excluded Revenue for at least five (5) years from the date of having earned such revenueLICENSED PRODUCT. Not more than once per calendar year, Nokia LUCENT GRL shall have the right through its accredited auditors and at its own expense, to make an examination, following advance notice and during normal business hourshours and upon reasonable notice and no more than once in any twelve (12) month period, of all records and accounts bearing upon the amount of royalty payable to it hereunder (including but not limited to any and all records and accounts relating to Direct Revenue, Indirect Revenue and Excluded Revenue), and the audit results will be maintained as confidential among the auditors and Nokia pursuant to Section 5.14 of this Agreementhereunder. Adjustments Adjustment shall be made within sixty (60) days to compensate for any errors or omissions disclosed by such examination. If such audit discloses a reported error of four percent (4%) or greater with respect to the reported sums paid to Nokia by Licensee during the applicable period subject to such audit, Licensee shall fully reimburse Nokia, promptly upon demand, for the reasonable fees and disbursements for completing such audit. Otherwise, Nokia shall be responsible for the cost of each such audit. (b) Independent of any such examination, Nokia LUCENT GRL will credit to Licensee WS the amount of any overpayment of royalties made in error which is identified and fully explained in a written notice to Nokia LUCENT GRL delivered within three twelve (312) months after the due date of the payment which included such alleged overpayment, provided that Nokia LUCENT GRL is able to verify, to its own reasonable satisfaction, the existence and extent of the overpayment. (c) No refund, credit or other adjustment of fee royalty payments shall be made by Nokia hereunder LUCENT GRL except as provided in this Section 3.062.04. Rights conferred by this Section 3.06 2.04 shall not be affected by any statement appearing on any check or other document, except to the extent that any such right is expressly waived or surrendered by a Party having such right and signing such statement.. * Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respected to the omitted portions. WS BILAT PLA-RRA-091900

Records and Adjustments. (a) Licensee LICENSEE shall keep full, clear and accurate records with respect to (i) any all LICENSED PRODUCTS and all Licensed Activities and Licensed Products and (ii) any and all Direct Revenue, Indirect Revenue and Excluded Revenuetheir FAIR MARKET VALUES, and shall furnish any information which Nokia LUCENT-GRL may reasonably prescribe from time to time to enable Nokia LUCENT-GRL to ascertain the proper fee amounts royalty due hereunder on account of the Licensed Activities and selling, leasing or putting into use of Licensed Productshereunder. Licensee LICENSEE shall retain such records with respect to (i) any LICENSED PRODUCTS and all Licensed Activities and each Licensed Product FAIR MARKET VALUES for at least five (5) years from the date of such Licensed Activities or the sale, lease or putting into use of such Licensed Product, and (ii) any and all Direct Revenue, Indirect Revenue and Excluded Revenue for at least five (5) years from the date of having earned such revenueyears. Not more than once per calendar year, Nokia LUCENT-GRL shall have the right through its independent accredited auditors to make an examination, following advance notice and during normal business hours, of all records and accounts bearing upon the amount of royalty payable to it hereunder (including but not limited to any and all records and accounts relating to Direct Revenue, Indirect Revenue and Excluded Revenue)hereunder, and the audit results will be maintained as confidential among the auditors auditors, and Nokia LUCENT-GRL, and LICENSEE pursuant to Section 5.14 1.07 of this Agreement. LICENSEE shall have the right to review any errors or omissions disclosed by such examination and discuss such errors or omissions with the auditors. Adjustments shall be made within sixty (60) days to compensate for any errors or omissions disclosed by such examination, except if within such sixty (60) days of the completion of the examination, LICENSEE requests to review the errors or omissions disclosed by such examination, then adjustments shall be made within thirty (30) days of such errors and omissions being furnished to LICENSEE. If such audit discloses a reported error of four percent (4%) ***********or greater with respect to the reported sums paid to Nokia LUCENT-GRL by Licensee LICENSEE during the applicable period subject to such audit, Licensee LICENSEE shall fully reimburse NokiaLUCENT-GRL, promptly upon demand, for the reasonable fees and disbursements for completing such audit. Otherwise, Nokia LUCENT-GRL shall be responsible for the cost of each such audit. (b) Independent of any such examination, Nokia LUCENT-GRL will credit to Licensee LICENSEE the amount of any overpayment of royalties made in error which is identified and identified, fully explained and verified by LICENSEE's independent, accredited auditors in a written notice to Nokia LUCENT-GRL delivered within three nine (39) months after the due date of the payment which included such alleged overpayment. LUCENT-GRL shall have the right, provided that Nokia is able pursuant to verifythe provisions of Section 2.03(a), to verify to its own satisfaction, the existence and extent of the overpayment. (c) No refund, credit or other adjustment of fee royalty payments shall be made by Nokia hereunder LUCENT-GRL except as provided in this Section 3.062.03. Rights conferred by this Section 3.06 2.03 shall not be SUPERCONDUCTOR TECHNOLOGIES INC. -REQUESTED CONFIDENTIAL TREATMENT affected by any statement appearing on any check or other document, except to the extent that any such right is expressly waived or surrendered by a Party having such right and signing such statement.

Records and Adjustments. (a) Licensee Any entity potentially obligated to pay royalties under Section 2.02, hereinafter referred to as "the Entity", shall keep full, clear and accurate records with respect to (i) any and all Licensed Activities and Licensed Products and (ii) any and all Direct Revenue, Indirect Revenue and Excluded Revenue, and shall furnish any information which Nokia may reasonably prescribe from time to time so as to enable Nokia LUCENT GRL to ascertain the proper fee amounts royalty due hereunder on account of the Licensed Activities and selling, leasing or putting into use of Licensed Productsthereunder. Licensee The Entity shall retain such records with respect to (i) any and all Licensed Activities and each Licensed Product product for at least five (5) years from the date of such Licensed Activities or the sale, lease or putting into use of such Licensed Product, and (ii) any and all Direct Revenue, Indirect Revenue and Excluded Revenue for at least five (5) years from the date of having earned such revenueproduct. Not more than once per calendar year, Nokia LUCENT GRL shall have the right through accredited auditors an independent, nationally recognized accounting firm (hereinafter "auditors") to make an examination, following advance notice and during normal business hours, but upon at least fourteen (14) calendar days notice, of all records and accounts bearing upon the amount of royalty payable to it hereunder (including but not limited under Section 2.02. LUCENT GRL's right to any and all have auditors inspect the Entity's records and accounts relating shall be limited to Direct Revenueone audit per calendar year, Indirect Revenue and Excluded Revenue), and unless the immediately previous audit results will be maintained as confidential among revealed an underpayment by the auditors and Nokia pursuant to Section 5.14 Entity of this Agreementat least ten percent (10%) for the audited period. Adjustments Prompt adjustment shall be made within sixty (60) days to compensate for any errors or omissions disclosed by such examination. If such audit discloses a reported error of four percent (4%) or greater with respect to the reported sums paid to Nokia by Licensee during the applicable period subject to such audit, Licensee shall fully reimburse Nokia, promptly upon demand, for the reasonable fees and disbursements for completing such audit. Otherwise, Nokia shall be responsible for the cost of each such audit. (b) Independent of any such examination, Nokia LUCENT GRL will credit to Licensee the Entity against future royalty payments, provided there are any, the amount of any overpayment of royalties made in error which is identified and fully explained in a written notice to Nokia LUCENT GRL delivered within three one (31) months year after the due date of the payment which included such alleged overpayment, provided that Nokia LUCENT GRL is able to verify, to its own satisfaction, the existence and extent of the overpayment. (c) No refund, credit or other adjustment of fee royalty payments shall be made by Nokia hereunder LUCENT GRL except as provided in this Section 3.062.04. Rights conferred by this Section 3.06 shall not be affected by any statement appearing on any check or other document, except to the extent that any such right is expressly waived or surrendered by a Party having such right and signing such statement.* Confidential Treatment Requested ACTIVE VOICE-BILAT-PLA-RRA - 9/30/99 LUCENT GRL PROPRIETARY & CONFIDENTIAL