Audit Requirement. Prior to producing Licensed Products in a facility (whether directly produced or produced by or through a contractor, subcontractor or supplier) the Licensee will arrange to have the facility audited for compliance with the Standards unless PVH notifies the Licensee in writing that it already has a current audit with respect to such facility that evidences compliance with the Standards. Audits on each facility used must thereafter be conducted no less often than ​, or more often at PVH’s reasonable request depending on results of most recent audit (e.g., if problems are found). Each audit shall be conducted by a suitable independent third-party auditor designated by the Licensee and approved by PVH and shall be conducted using the evaluation form attached hereto as [Exhibit E] or a substantively similar form approved by PVH. The Licensee shall identify to PVH in writing each facility in which it is proposed that any Licensed Product (or part thereof) be produced or which is to be re-audited and PVH shall notify the Licensee within ​ of PVH’s receipt of the notice if PVH has currently approved the facility for production and when re-audit is required. If a facility is currently approved for production, the Licensee shall have no obligation to arrange for a current audit of the facility. All audits shall be conducted at the Licensee’s sole expense.

Audit Requirement. Each facility that produces Licensed Products, whether directly or through a contractor, subcontractor or supplier, must be audited for compliance with the Standards prior to the commencement of production unless THL notifies Licensee in writing that it already has a current audit with respect to such facility that evidences compliance with the Standards. In addition, once approved by THL in accordance with [Section 5.14.3] hereof, in order to maintain such approval, each facility must be re-audited at least once every ​ period after the initial audit, and perhaps more frequently at THL’s request depending on the results of the most recent audit. Each audit shall be conducted by a suitable independent third party auditor designated by Licensee and approved by THL and shall be conducted using the evaluation form to be supplied by THL from time to time. All audits shall be conducted at Licensee’s sole expense. THL has the right to require licensee to obtain similar audits and/or Higg Facilities Environmental index self-assessment and verification, in alignment with any THL corporate responsibility requirements, with respect to component suppliers who make components that bear the Trademarks, key component suppliers (suppliers of materials that make up at least 80% of production of such components) and suppliers that utilize resource intensive processes (energy/water), provided that THL is conducting audits of similar types of entities.

Requirement. Without limiting the Licensee’s liability pursuant to the indemnity provisions of this Agreement, the Licensee shall maintain (throughout the term and Disposal Period and for one (1) year thereafter) comprehensive general liability insurance in the amount of at least ​ (combined single limit per occurrence and in the aggregate) with a broad form property damage liability endorsement. This insurance shall include broad form blanket contractual liability, personal injury liability, advertising liability, products and completed operations liability. Each coverage shall be written on an “occurrence” form.

Requirement. Without limiting Licensee’s liability pursuant to the indemnity provisions of this Agreement, Licensee shall maintain commercial general liability insurance (including umbrella insurance) in the amount of at least ​ (combined single limit per occurrence, and in the aggregate) with a broad form property damage liability endorsement. This insurance shall include broad form blanket contractual liability, personal injury liability, advertising liability, products and completed operations liability. Each coverage shall be written on an “occurrence” form.

Audit. The Administrative Agent shall have completed a prefunding audit of the Receivables as of the Closing Date, the scope and results of which are satisfactory to the Administrative Agent and each Managing Agent in its sole discretion.

Audit. Each Party and its Affiliates will maintain accurate books and records relating to # the distribution of the Combined Offering by it, its Affiliates and its and their permitted resellers ​ INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

Audit. At the request (and expense) of Nektar, BioXcel shall permit an independent certified public accountant appointed by Nektar and reasonably acceptable to BioXcel (provided that such accountant shall be compensated on the basis of time spent on the audit and not on a contingency basis, and shall have entered into a confidentiality agreement with BioXcel),

Audit. From the Effective Date until the expiration of the Recordkeeping Period, upon prior written notice to Company, Bain shall have the right to review and audit, through an independent certified public accountant selected by Bain, those accounts and records of Company and the other Responsible Parties as Bain determines is reasonably necessary to verify Company’s and Responsible Parties’ compliance with this Agreement. Such review and audits shall occur during normal business hours and no more than once per calendar year; provided, however, that Bain shall be entitled to conduct a reasonable number of follow-up reviews and audits if Bain finds that Company or a Responsible Party is not in material compliance with this Agreement. Bain shall be solely responsible for all of the expenses of any such audit, unless the independent certified public accountant’s report shows, in respect of any Fiscal Year then being reviewed, an underpayment of amounts due to Bain hereunder for such Fiscal Year by more than ​ percent (​), in which case Company shall be responsible for the reasonable expenses incurred by Bain for the independent certified public accountant’s services. If the report shows an underpayment of amounts due to Bain hereunder, then Company will pay Bain an amount equal to such underpayment, plus interest on such amounts in accordance with Section 4.5, within ​ after receipt of notice of such underpayment and copy of the relevant portion of the audit report.

Audit. At the request of a Party, the other Party shall, and shall cause its Affiliates to, permit an independent public accounting firm of nationally recognized standing designated by the audit-requesting Party and reasonably acceptable to the other Party, at reasonable times during normal business hours and upon reasonable notice, to audit the books and records maintained pursuant to [Section 8.6] to ensure the accuracy of all reports and payments made hereunder. Such examinations may not # be conducted for any calendar quarter more than [* * *] after the end of such quarter, or # be conducted more than once in any [* * *]. Such other Party shall provide reasonable assistance to the accounting firm to enable the accounting firm to carry out such audit. The accounting firm shall disclose only whether the reports are correct or not, and the specific details concerning any discrepancies. No other information shall be shared. Except as provided below, the cost of this audit shall be borne by audit-requesting Party, unless the audit reveals a variance of more than five percent (5%) from the reported amounts, in which case such other Party shall bear the cost of the audit. If such audit concludes that # additional amounts were owed by such other Party, such other Party shall pay the additional amounts, or # excess payments were made by such other Party, the audit-requesting Party shall reimburse such excess payments, in either case ((i) or (ii)), within [* * *] after the date on which such audit is completed by the audit-requesting Party.

Audit. In the event that [[Cytokinetics:Organization]] has reason to believe that a breach of any obligation of Ji Xing under this [Section 16.6] has occurred or may occur, [[Cytokinetics:Organization]] shall have the right to select an independent third party to conduct an audit of Ji Xing and review relevant books and records of Ji Xing, to satisfy itself that no breach has occurred. Unless otherwise required under Applicable Laws or by order of a competent court or regulatory authority, [[Cytokinetics:Organization]] shall ensure that the selected independent third party shall keep confidential all audited matters and the results of the audit. [[Cytokinetics:Organization]] does reserve the right to disclose to the U.S. or foreign government, its agencies and/or any other government or non-government party, information relating to a possible violation by Ji Xing of any Applicable Law, including a violation of the FCPA or any other applicable anti-bribery law.