definiens: ( as defined in theLipoSonix Agreement ) for the ( as defined in the LipoSonix Agreement ), ( as defined in the LipoSonix Agreement ) for the ( as defined in the LipoSonix Agreement ) or ( as defined in the LipoSonix Agreement ) for the ( asdefined in the LipoSonix Agreement ) for the applicable Contingent Payment Year with respect to which the most recentContingent Payment Certificate has been delivered, as well as the immediately prior Contingent Payment Year ( or, withrespect to the first Contingent Payment Year after the Contingent Payment Commencement Date, the immediately completedprevious twelve ( 12 ) consecutive calendar month period ), at the location of such records on prior written notice of at least ten(10 ) days, for the purpose of verifying and assessing the amount of Worldwide Net Sales for the Sales Payment Product, Worldwide Gross Profit for the Gross Profit Payment Product, Worldwide Ancillary Gross Profit for the Contingent PaymentProducts, ( as defined in the LipoSonix Agreement ) for the ( as defined in theLipoSonix Agreement ), ( as defined in the LipoSonix Agreement ) for the ( as defined in the LipoSonixAgreement ) or ( as defined in the LipoSonix Agreement ) for the ( as defined in the LipoSonix Agreement ) for such Contingent Payment Years ( each such review shall be referred toherein as a ) . Notwithstanding the foregoing, absent fraud, willful misconduct, or the discovery(following the completion of any Contingent Payment Audit ) of a material fact in existence at the time of such ContingentPayment Audit and not disclosed by Buyer to Seller or its representatives in the course of conducting such ContingentPayment Audit, which material fact, if taken into account in the calculation of the applicable Sales / Profit Contingent PaymentAmount, would have resulted in an increase in such Sales / Profit Contingent Payment Amount, Seller or its representativesshall not be permitted to review any records of Worldwide Net Sales, Worldwide Gross Profit or Worldwide Ancillary GrossProfit with respect to any Contingent Payment Product or of ( as defined in the LipoSonix Agreement ), ( as defined in the LipoSonix Agreement ) or ( as defined in theLipoSonix Agreement ) with respect to any ( as defined in the LipoSonix Agreement ) for anyContingent Payment Year for which a Contingent Payment Audit has previously been performed . For the purpose ofconducting a Contingent Payment Audit, Seller may hire, at its expense, one or more auditors or attorneys of Seller ’s choosingto assist in such examination ; provided, that such auditors or attorneys have entered into confidentiality agreements withBuyer in substantially the form attached hereto as Exhibit B ( which shall permit disclosure of information to Seller ) . Sellerand such representatives shall have access to all of the books, records and personnel required in the good faith judgment of theSeller to perform any Contingent Payment Audit for a thirty ( 30 ) day period, beginning on the date on which access tosubstantially all of such books and records is first given to Seller . Nothing in this Section 2.7(c ) shall be deemed to require anymember of the Buyer Group to keep any books of account or records other than those which they maintain in the ordinarycourse of business in its usual and customary practice, to retain any such books of account or records for any period in excessof the period for which they retain such records in the ordinary course of business in their usual and customary practice, or toprovide access to any books and records other than that specified above, and no presumption shall be made against anymember of the Buyer Group as a result of the absence of any such books and records as a result of the disposition of any suchbooks and records in the ordinary course of business after such period as provided above ; provided, however, that in no caseshall any member of the Buyer Group dispose of such books of account or records with respect to a Contingent Payment Yearearlier than the date one hundred eighty ( 180 ) days following the last day of the subsequent Contingent Payment Year or, ifsuch Contingent Payment Year is the last Contingent Payment Year, one hundred eighty ( 180 ) days following the last day ofsuch Contingent Payment Year ; and, provided further, that once Seller gives notice of its intention to commence a ContingentPayment Audit with respect to a Contingent Payment Year or Contingent Payment Years, the Buyer Group shall keep andretain all books of account relating to Worldwide Net Sales for the Sales Payment Product, Worldwide Gross Profit for theGross Profit Payment Product, Worldwide Ancillary Gross Profit for the Contingent Payment Products, ( as defined in the LipoSonix Agreement ) for the ( as defined in the LipoSonix Agreement ), ( as defined in the LipoSonix Agreement ) for the ( as defined in theLipoSonix Agreement ) and ( as defined in the LipoSonix Agreement ) for the ( as defined in the LipoSonix Agreement ) for the Contingent Payment Year or Contingent Payment Years for whichsuch Contingent Payment Audit is being conducted that are identified in a request or requests from Seller with respect to theSales / Profit Contingent Payment Amount for such Contingent Payment Year or Contingent Payment Years