Common use of Accounting and Reporting Cooperation Clause in Contracts

Accounting and Reporting Cooperation. Alcon and Novartis shall cooperate with each other (and shall procure that their respective Affiliates shall cooperate with each other) in order to enable each member of the Alcon Group and each member of the Novartis Group to comply with the financial reporting and other reporting obligations under Applicable Law, including: (a) until the end of the first full fiscal year occurring after the Distribution (and for a reasonable period of time afterwards as required by Applicable Law for Novartis to prepare consolidated financial statements or complete a financial statement audit for any period during which the financial results of the Alcon Group were consolidated with those of Novartis), Alcon shall use Commercially Reasonable Efforts to enable: (i) Novartis’s management to assess the effectiveness of its disclosure controls and procedures and its internal control over financial reporting as required under Applicable Law; (ii) Novartis’s auditors to timely complete their annual audit and quarterly reviews of financial statements; and (iii) Novartis to meet its timetable for dissemination of its financial statements. As part of such efforts, to the extent reasonably necessary for the preparation of financial statements or completing an audit or review of financial statements or an audit of internal control over financial reporting: (A) Alcon shall authorise and direct its auditors to make available to Novartis’s auditors, within a reasonable time prior to the date of Novartis’s auditors’ opinion or review report, both (x) the personnel who performed or will perform the annual audits and quarterly reviews of Alcon and (y) work papers related to such annual audits and quarterly reviews, to enable Novartis’s auditors to perform any procedures they consider reasonably necessary to take responsibility for the work of Alcon’s auditors as it relates to Novartis’s auditors’ opinion or report, and (B) until all governmental and statutory audits are complete, Alcon shall provide reasonable access during normal business hours for Novartis’s auditors, counsel and other designated representatives to (x) the premises of the Alcon Group and all Information (and duplicating rights) within the knowledge, possession or control of the Alcon Group and (y) the officers and employees of the members of the Alcon Group, so that Novartis may conduct reasonable audits relating to the financial statements provided by the Alcon Group; provided, however, that such access shall not be unreasonably disruptive to the business and affairs of the Alcon Group. (b) Until the end of the first full fiscal year occurring after the Distribution (and for a reasonable period of time afterwards as required by Applicable Law), Novartis shall use Commercially Reasonable Efforts to enable: (i) Alcon’s management to assess the effectiveness of its disclosure controls and procedures and its internal control over financial reporting as required under Applicable Law; (ii) Alcon’s auditors to timely complete their annual audit and quarterly reviews of financial statements; and (iii) Alcon to meet its timetable for dissemination of its financial statements and to enable. As part of such efforts, to the extent reasonably necessary for the preparation of financial statements or completing an audit or review of financial statements or an audit of internal control over financial reporting: (A) Novartis shall authorise and direct its auditors to make available to Alcon’s auditors, within a reasonable time prior to the date of Alcon’s auditors’ opinion or review report, both (x) the personnel who performed or will perform the annual audits and quarterly reviews of Novartis and (y) work papers related to such annual audits and quarterly reviews, to enable Alcon’s auditors to perform any procedures they consider reasonably necessary to take responsibility for the work of Novartis’s auditors as it relates to Alcon’s auditors’ opinion or report, and (B) until all governmental audits are complete, Novartis shall provide reasonable access during normal business hours for Alcon’s auditors, counsel and other designated representatives to (x) the premises of the Novartis Group and all Information (and duplicating rights) within the knowledge, possession or control of the Novartis Group and (y) the officers and employees of the members of the Novartis Group, so that Alcon may conduct reasonable audits relating to the financial statements provided by the Novartis Group; provided, however, that such access shall not be unreasonably disruptive to the business and affairs of the Novartis Group.

Accounting and Reporting Cooperation. Alcon Sandoz and Novartis shall cooperate with each other (and shall procure that their respective Affiliates shall cooperate with each other) in order to enable each member of the Alcon Sandoz Group and each member of the Novartis Group to comply with the financial reporting, non-financial reporting, environmental, safety and corporate governance (ESG) reporting and other reporting obligations under Applicable LawLaw (including any associated narrative or other disclosure obligations or requirements), including: (a) without prejudice to the Third Party Claims and Investigations Management Agreement and Tax Matters Agreement, if either of Novartis and Sandoz (or any members of their Groups) are required under Applicable Law to provide financial statements and/or related Information to a Tax Authority or any other Governmental Entity, the Parties shall cooperate in good faith to ensure that the relevant Party is able to comply with its obligations under Applicable Law or any request from a Tax Authority or any other Governmental Entity with respect to such financial statements and/or related Information; (b) until the end of the first full fiscal year occurring after the Distribution (and for a reasonable period of time afterwards as required by Applicable Law for Novartis to prepare consolidated and statutory financial statements on a global or entity basis or complete a financial statement audit or any other tax or statutory filings for any period during which the financial results of the Alcon Sandoz Group were consolidated with those of NovartisNovartis and/or the Sandoz Business and the Novartis Business was conducted by the same legal entity), Alcon Sandoz shall use Commercially Reasonable Efforts to enable: (i) Novartis’s management to assess the effectiveness of its disclosure controls and procedures and its internal control over financial reporting as required under Applicable Law; (ii) Novartis’s auditors to complete timely complete their annual audit and quarterly reviews of financial statements; and (iii) Novartis to meet its timetable for dissemination of its financial statements. As part of such efforts, to the extent reasonably necessary for the preparation of financial statements or completing an audit or review of financial statements or an audit of internal control over financial reporting: (A) Alcon Sandoz shall authorise authorize and direct its auditors to make available to Novartis’s auditors, within a reasonable time prior to the date of Novartis’s auditors’ opinion or review report, both (x) the personnel who performed or will perform the annual audits and quarterly reviews of Alcon Sandoz and (y) work papers related to such annual audits and quarterly reviews, to enable Novartis’s auditors to perform any procedures they consider reasonably necessary to take responsibility for the work of Alcon’s auditors as it relates to Novartis’s auditors’ opinion or report, and (B) until all governmental and statutory audits are complete, Alcon Sandoz shall provide reasonable access during normal business hours for Novartis’s auditors, counsel and other designated representatives to (x) the premises of the Alcon Sandoz Group and all Information (and duplicating rightsrights to take copies) within the knowledge, possession or control of the Alcon Sandoz Group and (y) the officers and employees of the members of the Alcon Sandoz Group, so that Novartis may conduct reasonable audits relating to the financial statements provided by the Alcon Sandoz Group; provided, however, that such access shall not be unreasonably disruptive to the business and affairs of the Alcon Sandoz Group.; and (bc) Until until the end of the first full fiscal year occurring after the Distribution (and for a reasonable period of time afterwards as required by Applicable LawLaw for Sandoz to prepare consolidated and statutory financial statements on a global or entity basis or complete a financial statement audit or any other tax or statutory filings for any period during which the financial results of the Novartis Group were consolidated with those of Sandoz and/or the Novartis Business and the Sandoz Business was conducted by the same legal entity), Novartis shall use Commercially Reasonable Efforts to enable: (i) AlconSandoz’s management to assess the effectiveness of its disclosure controls and procedures and its internal control over financial reporting as required under Applicable Law; (ii) Alcon’s Xxxxxx’x auditors to complete timely complete their annual audit and quarterly reviews of financial statements; and (iii) Alcon Sandoz to meet its timetable for dissemination of its financial statements and to enablestatements. As part of such efforts, to the extent reasonably necessary for the preparation of financial statements or completing an audit or review of financial statements or an audit of internal control over financial reporting: (A) Novartis shall authorise authorize and direct its auditors to make available to Alcon’s Xxxxxx’x auditors, within a reasonable time prior to the date of Alcon’s Xxxxxx’x auditors’ opinion or review report, both (x) the personnel who performed or will perform the annual audits and quarterly reviews of Novartis and (y) work papers related to such annual audits and quarterly reviews, to enable Alcon’s Xxxxxx’x auditors to perform any procedures they consider reasonably necessary to take responsibility for the work of Novartis’s auditors as it relates to Alcon’s Xxxxxx’x auditors’ opinion or report, and (B) until all governmental audits are complete, Novartis shall provide reasonable access during normal business hours for Alcon’s Xxxxxx’x auditors, counsel and other designated representatives to (x) the premises of the Novartis Group and all Information (and duplicating rightsright to take copies) within the knowledge, possession or control of the Novartis Group and (y) the officers and employees of the members of the Novartis Group, so that Alcon Sandoz may conduct reasonable audits relating to the financial - 70 - statements provided by the Novartis Group; provided, however, that such access shall not be unreasonably disruptive to the business and affairs of the Novartis Group.