system: You are a contract-analysis assistant performing a span-extraction task. You are given an excerpt from a commercial contract and the name of a clause type to locate within it.

Return the exact text of the requested clause, copied verbatim from the excerpt — identical wording and punctuation, with no paraphrasing, summarising, explanation, or added commentary.

The excerpt is one window of a much longer contract and often will not contain the requested clause. If the requested clause does not appear in this excerpt, respond with exactly: Not found.

Output only the extracted clause text, or the exact string `Not found.` — nothing else.

user: Contract excerpt:
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among other things, upon the terms and subject to the conditions thereof, for the separation of the respective businesses of SpinCo and RemainCo and the Distribution, and the execution and delivery of certain other agreements, including this Agreement, in order to facilitate and provide for the foregoing; WHEREAS, it is the intent of the Parties, in order to facilitate the foregoing separation, in anticipation of the Distribution and in accordance with the Master Separation Agreement, that RemainCo convey to SpinCo certain Intellectual Property rights and licenses subject to the terms and conditions set forth in this Agreement; and WHEREAS, it is the intent of the Parties, in order to facilitate the foregoing separation, in anticipation of the Distribution and in accordance with the Master Separation Agreement, that SpinCo convey to RemainCo certain Intellectual Property rights and licenses subject to the terms and conditions set forth in this Agreement; NOW, THEREFORE, in consideration of the foregoing and the covenants and agreements set forth below and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the Parties hereby agree as follows: ARTICLE I DEFINITIONS Section 1.1 Definitions. Except for the terms defined below, the capitalized terms used in this Agreement shall have the meanings ascribed to them in Section 1.1 of the Master Separation Agreement: "Confidential Information" has the meaning set forth in Section 9.2. 1 "Foundational Software" has the meaning set forth in Section 5.4(a). "Intellectual Property" means the rights associated with or arising out of any of the following in any jurisdiction throughout the world: (i) all patents and patent applications, together with all reissuances, divisionals, continuations, continuations-in-part, revisions, renewals, extensions, and reexaminations thereof, and any identified invention disclosures ("Patents"); (ii) trade secret rights and corresponding rights in confidential information and other non-public information (whether or not patentable), including ideas, formulas, compositions, inventor's notes, discoveries and improvements, know how, manufacturing and production processes and techniques, design manuals, testing information (including testing protocols and results), research and development information, prototypes, inventions, invention disclosures, unpatented blueprints, drawings, specifications, designs, plans, proposals and technical data, business and marketing plans, market surveys, market know-how and customer lists and information, including all tangible embodiments of the foregoing and unregistered copyrights ("Know-How"); (iii) all registered or unregistered copyrights, copyrightable works, rights in databases, data collections, "moral" rights, mask works, copyright registrations, applications and extensions therefor and corresponding rights in works of authorship ("Copyrights"); (iv) all trademarks, service marks, logos, trade dress and trade names indicating the source of goods or services, and other indicia of commercial source or origin (whether registered, common law, statutory or otherwise), all registrations and applications to register the foregoing anywhere in the world and all goodwill associated therewith ("Trademarks"); (v) all computer software and code, including assemblers, applets, compilers, source code, object code, development tools, design tools, utilities, library files, user interfaces and data, and all documentation and manuals related to such computer software and code in any form or format, however fixed ("Software"); (vi) all internet electronic addresses, uniform resource locators and alphanumeric designations associated therewith and all registrations for any of the foregoing ("Domain Names"); and (vii) any similar, corresponding or equivalent rights to any of the foregoing anywhere in the world. "IP Proceedings" has the meaning set forth in Section 2.3. "Licensed RemainCo Know-How" has the meaning set forth in Section 5.1(b). "Licensed SpinCo Know-How" has the meaning set forth in Section 5.1(a). "Licensed RemainCo Intellectual Property" means all Licensed RemainCo Know-How and, to the extent licensed by RemainCo hereunder, RemainCo's right, title and interest in and to Shared Library Materials and Foundational Software. "Licensed SpinCo Intellectual Property" means all Licensed SpinCo Know-How and, to the extent licensed by SpinCo hereunder, SpinCo's right, title and interest in and to Shared Library Materials and Foundational Software. "Master Separation Agreement" has the meaning set forth in the recitals. "Nuclear Design Materials" has the meaning set forth in Section 4.4. "Notifying Party" has the meaning set forth in Section 4.4. 2 "RemainCo" has the meaning set forth in the recitals. "RemainCo Core Field" has the meaning set forth on Schedule 1.1(e). "RemainCo House Marks" means all Trademarks that incorporate "BWX," "BWX Technologies," or "BWXT," and any translations or derivatives thereof and any terms of a confusingly similar nature, and all goodwill embodied in the foregoing, including, without limitation, all Trademarks set forth on Schedule 1.1(p), but expressly excluding "Babcock," "Wilcox," "Babcock and Wilcox," "Babcock & Wilcox," B&W," or "B&W
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Extract the exact clause related to "Audit Rights" from the excerpt above.