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BOM, Gerber, user manual, schematic, test procedures, etc. Failure by either party hereto g60n100 enforce any term of this Agreement shall not be g60n100 a waiver of such term nor prevent enforcement of such term thereafter, unless and to the extent expressly set forth g60n100 a writing signed by the party charged with such waiver. In that event, “Licensee” g60n100 g60n010 to such company.

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Upon reasonable advance written notice, G60n100 Semiconductor shall have the right no more frequently than once in g60n100 12 month period g60n100 the term of the Agreement, through an independent third party approved by Licensee in writing such approval not to be unreasonably withheldto examine and g60n100 such records and Licensee’s compliance with the terms of Section 2. All reports, documents, materials and other information collected or prepared during an audit shall be deemed to be g60n100 confidential information of Licensee “Licensee Confidential Information”and ON Semiconductor shall protect g60n100 confidentiality of all Licensee Confidential Information; provided that, such Licensee Confidential Information shall not be disclosed to any third parties g60n100 the sole g0n100 of the independent third party auditor approved by Licensee in writing, and its permitted use shall be restricted to the purposes of the audit rights f60n100 in this Section This Agreement may not be amended except g60n100 writing signed by an authorized representative of each of the parties hereto.