definiens: shall mean an audi t of SUPPLIER ’s Plant for the PRODUCT by no more than tw o employees and/or agents of SUPERNUS for purposes of reviewing SUPPLIER ’s procedures and pro cesses used in Manufacturing the SUPERNUS PRODUCT . Any such agents shall be qualified to cond uct manufacturing audits, shall comply with all SUPPLIER ’s facility rules regarding safety and secu rity notified by SUPPLIER to SUPERNUS and its employees and agents and shall execute a written ag reement to maintain in confidence all Information o btained during the course of any such audit except for disc losure to SUPERNUS subject to the terms hereof . Eac h Manufacturing Audit shall be conducted during SUPPL IER ’s normal business hours and upon at least fifte en ( 15 ) BD prior written notice to SUPPLIER in the cas e of an Annual MA, or with two ( 2 ) BD notice to SUPPLIER in the case of an Event MA . In all cases S UPERNUS shall ensure that its employees or agents w ill conduct each Manufacturing Audit so as not insofar as is reasonably practicable to interfere with the normal and ordinary operation of SUPPLIER ’s Plant . During a Ma nufacturing Audit, SUPERNUS or its agents will be escorted at all times by SUPPLIER personnel . Upon S UPERNUS ’s request, SUPPLIER shall make available fo r SUPERNUS ’ review and inspection all equipment and f acilities used in or in relation to the manufacture of the PRODUCT, records and support documents ( i.e. manufa cturing and analytical ) with respect to each Batch/ lot of the PRODUCT and other Raw Materials / Chemical Compon ents and packaging components used in the manufacture or packaging of the PRODUCT hereunder . At any such audit, SUPERNUS shall have the right to obtain copies of such batch records with respect to SUPERNUS PRODUCT, provided however, that SUPERNUS pays SUPPLIER for its reasonable costs ass ociated with making such copies . All costs of an Ev ent MA shall be borne by SUPERNUS unless the requiremen t for audit arises as a result of the negligence of SUPPLIER or the breach of the terms of this Agreeme nt by SUPPLIER, in which case SUPPLIER shall absorb all costs associated with the audit