COMPANY shall maintain, and shall cause its AFFILIATES and SUBLICENSEES to maintain, complete and accurate records relating to the rights and obligations under this Agreement and any amounts payable to M.I.T. in relation to this Agreement, which records shall contain sufficient information to permit M.I.T. to confirm the accuracy of any reports delivered to M.I.T. and compliance in other respects with this Agreement. The relevant party shall retain such records for at least five (5) years following the end of the calendar year to which they pertain. M.I.T. may, upon five (5) business days advance written notice specifying any time of day during COMPANY’S business hours (or if COMPANY has no set business hours then during the hours of 8AM to 4PM), either itself or using a third party agent, audit COMPANY’S books and records at COMPANY’s place of business for the purpose of verifying COMPANY’S reports and compliance by COMPANY in all other respects with this Agreement. In no event shall such audits be conducted hereunder more frequently than once every twelve (12) months and in no case shall M.I.T. be permitted to repeat an audit of books for a period previously audited unless COMPANY has undergone a restatement of its records for that period. Notwithstanding the foregoing, COMPANY will grant M.I.T., or its auditor, access to all of COMPANY’S records for all prior periods to the extent necessary to perform a proper audit. If any audit identifies an underpayment by COMPANY, COMPANY will promptly pay the underpayment to M.I.T. including interest as provided for in Section 4.2(c). If any audit identifies an overpayment by COMPANY, COMPANY may deduct such overpayment from the next scheduled payments due M.I.T. until such overpayment has been recovered by COMPANY. If any audit leads to the discovery of an underpayment in respect of any REPORTING PERIOD of more than five percent (5%) between amounts due in respect of such quarter and amounts reported to be due by COMPANY in its quarterly report for such quarter or otherwise reveals a previously undisclosed material breach of this Agreement, COMPANY will, within thirty (30) days after written notice from M.I.T., reimburse M.I.T. for all of its costs related to the audit. Otherwise, any audit will be at the M.I.T.’s expense. COMPANY will, in any event and without regard to the size of the discrepancy, immediately pay to the M.I.T. the amount of any previous underpayment, including interest from the time such amount was due until paid in full. Any audit conducted pursuant to this Section 5.4 will be conducted, at M.I.T.’s option, by M.I.T. itself or by an auditor selected by M.I.T. For the avoidance of any doubt, M.I.T.’s right to audit books under this Section 5.4 applies to all AFFILIATES that sell LICENSED PRODUCTS or practice LICENSED PROCESSES and to all SUBLICENSEES to the same extent that it applies to COMPANY. Failure by COMPANY, an AFFILIATE or a SUBLICENSEE to permit M.I.T. to conduct an audit as set forth in this Section 5.4 will immediately give M.I.T. the right to suspend the non-compliant party’s rights under the PATENT RIGHTS until such time as said party becomes compliant with this Section 5.4. M.I.T.’s right to audit COMPANY’S books in accordance with this Section 5.4 will extend for three (3) years after the expiration or termination of this Agreement for any reason.