or attempted breach of such covenants. ARTICLE 11 AUDITS Section 11.1 AUDITS. During the term of this Agreement and the five (5) year period immediately following termination of this Agreement, Licensor will have the right, at its own expense, to audit and examine Licensees records concerning either (a) the reproduction and sublicensing of the Licensed Products and the resulting fees due to Licensor or (b) compliance by Licensee with its obligations as to confidentiality under this Agreement. During the term of this Agreement and the five (5) year period immediately following termination of this Agreement, Licensee will have the right, at its own expense, to audit and examine Licensor's records concerning compliance by Licensor with its obligations as to confidentiality under this Agreement. Any such audit shall be conducted during normal business hours, upon at least three business days prior written notification to the party to be audited stating the purpose of the audit 13 and in such a manner so as to not unreasonably interfere with such party's business operations. The auditing party shall keep any and all information derived from any audits confidential. Such information is deemed to be "Confidential Information" within the meaning of Article 10. In relation to such information, the parties to this Agreement are subject to the obligations and remedies set forth in Article 10. The auditing party shall not use such information for any purpose other than the purpose of the audit as stated in such party's written notification for such audit. If an audit of Licensee's records and books of account reveals that Licensee has underpaid the fees due under this Agreement to Licensor for the period under audit, Licensee shall pay to Licensor promptly the amount of the underpayment. If the amount of underpayment for the period under audit exceeds five