LICENSE
AGREEMENT, AVANT MAY ENGAGE ITS THEN RETAINED INTERNATIONALLY RECOGNIZED
INDEPENDENT PUBLIC ACCOUNTING FIRM, OR, IF AVANT ELECTS OTHERWISE, SUCH OTHER
INTERNATIONALLY RECOGNIZED INDEPENDENT PUBLIC ACCOUNTING FIRM REASONABLY
ACCEPTABLE TO PRF.
PROMPTLY AFTER COMPLETION OF ANY LICENSE PARTY AUDIT
(WHETHER OR NOT REQUESTED BY PRF), AVANT SHALL PROMPTLY DELIVER TO PRF AN AUDIT
REPORT SUMMARIZING THE RESULTS OF SUCH LICENSE PARTY AUDIT (SUBJECT TO ANY AVANT
CONFIDENTIALITY OBLIGATIONS WITH SUCH AUDITED PERSON).
(B)
TO THE EXTENT THAT EITHER PRF OR AVANT HAS
DETERMINED THAT THERE IS A DISCREPANCY AS TO THE AMOUNTS PAID TO PRF PURSUANT TO
SECTION 2.02 IN ANY CALENDAR YEAR, THEN THE PARTY HERETO WHO HAS MADE SUCH
DETERMINATION MAY NOTIFY THE OTHER PARTY HERETO IN WRITING OF SUCH DISCREPANCY
INDICATING IN REASONABLE DETAIL ITS REASONS FOR SUCH DETERMINATION (THE
"DISCREPANCY NOTICE").
IN THE EVENT THAT EITHER PRF OR AVANT DELIVERS TO THE
OTHER PARTY A DISCREPANCY NOTICE, PRF AND AVANT SHALL MEET WITHIN TEN
(10) BUSINESS DAYS (OR SUCH OTHER TIME AS MUTUALLY AGREED BY THE PARTIES) AFTER
THE RECEIVING PARTY HAS RECEIVED A DISCREPANCY NOTICE TO RESOLVE IN GOOD FAITH
SUCH DISCREPANCY.
IF THE DISCREPANCY HAS BEEN RESOLVED AND, AS A RESULT
THEREOF, IT IS DETERMINED THAT A PAYMENT IS OWING BY PRF TO AVANT OR BY AVANT TO
PRF, THEN THE PARTY OWING SUCH PAYMENT SHALL PROMPTLY MAKE SUCH PAYMENT TO THE
OTHER PARTY.
IF, WITHIN THIRTY (30) BUSINESS DAYS AFTER RECEIPT OF THE
DISCREPANCY NOTICE, AVANT AND PRF CANNOT RESOLVE ANY SUCH DISCREPANCIES, THEN
PRF AND AVANT SHALL PROMPTLY INSTRUCT THEIR RESPECTIVE FIRMS OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS TO SELECT, WITHIN FIVE (5) BUSINESS DAYS
THEREAFTER, A THIRD NATIONALLY RECOGNIZED ACCOUNTING FIRM (THE "INDEPENDENT
ACCOUNTANTS").
AFTER OFFERING AVANT AND ITS REPRESENTATIVES AND PRF AND ITS
REPRESENTATIVES THE OPPORTUNITY TO PRESENT THEIR POSITIONS AS TO THE DISPUTED
AMOUNTS, WHICH OPPORTUNITY SHALL NOT EXTEND FOR MORE THAN TEN (10) BUSINESS DAYS
AFTER THE INDEPENDENT ACCOUNTANTS HAVE BEEN SELECTED, THE INDEPENDENT
ACCOUNTANTS SHALL REVIEW THE DISPUTED MATTERS AND THE MATERIALS SUBMITTED BY
AVANT AND PRF AND, AS PROMPTLY AS PRACTICABLE, DELIVER TO AVANT AND PRF A
STATEMENT IN WRITING SETTING FORTH ITS DETERMINATION OF THE PROPER TREATMENT OF
THE DISCREPANCIES AS TO WHICH THERE WAS DISAGREEMENT, AND THAT DETERMINATION
WILL BE FINAL AND BINDING UPON THE PARTIES HERETO WITHOUT ANY FURTHER RIGHT OF
APPEAL.
(C)
PRF AND ANY OF ITS REPRESENTATIVES SHALL HAVE
THE RIGHT, FROM TIME TO TIME, TO VISIT AVANT'S OFFICES AND PROPERTIES WHERE
AVANT KEEPS AND MAINTAINS ITS BOOKS AND RECORDS
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RELATING OR PERTAINING TO THE PURCHASED INTEREST FOR PURPOSES OF CONDUCTING AN
AUDIT OF SUCH BOOKS AND RECORDS, AND TO INSPECT, COPY AND AUDIT SUCH BOOKS AND
RECORDS, DURING NORMAL BUSINESS HOURS, AND, UPON FIVE (5) BUSINESS DAYS WRITTEN
NOTICE GIVEN BY PRF TO AVANT, AVANT WILL PROVIDE PRF AND ANY OF PRF'S
REPRESENTATIVES REASONABLE ACCESS TO SUCH BOOKS AND RECORDS, AND SHALL PERMIT
PRF AND ANY OF PRF'S REPRESENTATIVES TO DISCUSS THE BUSINESS, OPERATIONS,
PROPERTIES AND FINANCIAL AND OTHER