definiens: shall mean an audit of Supplier ’s Facility by no more than * * * [COMPANY] employees and/ or agents for purposes of reviewing Supplier ’s procedures and processes used in manufacturing and/ or packaging the Products . Any such agents shall be qualified to conduct manufacturing audits, shall co mply with all Supplier ’s facility rules regarding s afety and security notified by Supplier to [COMPANY] and it s employees and/or agents and shall execute a writt en agreement to maintain in confidence all information obtained during the course of any such audit excep t for disclosure to [COMPANY] subject to the terms here of . Each Manufacturing Audit shall be conducted during Supplier ’s normal business hours and upon at * * * prior written notice to Supplier in the case o f an Annual MA, or * * * notice to Supplier in the case of an Incident MA . In no event shall a Manufacturing Audit exceed * * * in duration, and in all cases Medi cis shall ensure that its employees or agents will conduct each Manufacturing Audit, to the extent rea sonably possible, so as not to interfere with the normal and ordinary operation of Supplier ’s Facilit y. During a Manufacturing Audit, upon [COMPANY] ’s request, Supplier shall make available for [COMPANY] ’ s review and inspection all equipment and facilitie s used in or in relation to the manufacture and/or pa ckaging of the Products, records and support docume nts ( i.e., manufacturing and analytical ) wit h respect to each batch of MEDICIS / WELLSPRING — MASTER MANUFACTURING AGREEMENT PAGE 9 OF 24 the Products and other raw materials and packaging components used in the manufacture or packaging of the Products hereunder . At any such audit, [COMPANY] shal l have the right to obtain copies of such batch rec ords with respect to the Product, provided that if this would involve Supplier incurring significant cost then t he parties will discuss appropriate cost sharing of those expenses