Common use of ACCOUNTING/AUDIT Clause in Contracts

ACCOUNTING/AUDIT. Each Party agrees to keep full, clear, and accurate records in accordance with the Accounting Standards applicable to such Party, consistently applied, for a period of at least three years after the relevant payment is owed pursuant to this Agreement, setting forth Development costs, including Shared Development Costs, COGS, and sales of the Licensed Products in sufficient detail to enable amounts owed or payable to the other Party hereunder, to be determined. Each Party further agrees to permit its books and records to be examined by an independent accounting firm selected by the auditing Party and reasonably acceptable to the audited Party to verify (a) with respect to Licensee’s right to audit, the Quarterly Reports and the reports provided for in Section 4.1.4 (Payment of Licensee R&D Cost Share), reports of any costs and expenses associated with any Additional Development performed by Akebia that Licensee [***] in accordance with Section 4.3.3 (Reimbursement for Additional Development), and COGS charged pursuant to Section 8.3 (Supply Agreements), and (b) with respect to Akebia’s right to audit, the reports provided for in Section 4.1.4 (Payment of Licensee R&D Cost Share) related to any [***] Costs, reports of any costs and expenses associated with any Additional Development performed by Licensee that Akebia [***] in accordance with Section 4.3.3 (Reimbursement for Additional Development), and royalty payments based on Net Sales (subject to such independent accounting firm’s written obligations of confidentiality and non-use applicable to each Party’s Confidential Information that are at least as stringent as those set forth described in Article XIII (Confidentiality)). Such auditor will be bound by a legal agreement obligating it to maintain the confidentiality of such information. Such audit will not be (i) performed more frequently than once per calendar year, (ii) conducted for any calendar year more than three years after the end of such year, or (iii) repeated for any calendar year. Such examination is to be made at the expense of the auditing Party, except in the event that the results of the audit reveal an underpayment (or excess credit in the case of [***] Costs that may be credited pursuant to Section 4.1.3 (Development Cost Sharing) or overcharge in the case of COGS charged pursuant to Section 8.3 (Supply Agreements)) by the audited Party of [***]% or more during the period being audited, in which case reasonable audit fees for such examination will be paid by the audited Party.

ACCOUNTING/AUDIT. Each Party agrees to keep full, clear, and accurate records in accordance with the applicable Accounting Standards applicable to Standard for such Party, consistently applied, for a period of at least three years after the relevant payment is owed pursuant to this Agreement, setting forth Development costs, including Shared (as applicable) Eligible Global Development Costs, COGSEligible Medical Affairs Costs, and Royalties, sales of the Licensed Products (including all calculations of Net Sales), and other amounts payable to the other Party hereunder, in each case, in sufficient detail to enable amounts owed or payable to the other Party hereunder, hereunder to be determined. Each Party further agrees to permit its books and records to be examined by an independent accounting firm selected by the auditing Party and reasonably acceptable to the audited Party to verify (a) with respect to Licensee’s right to audit, the Quarterly Reports and the reports provided for in Section 4.1.4 (Payment of Licensee R&D Cost Share), reports accuracy of any costs and expenses associated with any Additional Development performed by Akebia of the foregoing; provided that Licensee [***] in accordance with Section 4.3.3 (Reimbursement for Additional Development), and COGS charged pursuant to Section 8.3 (Supply Agreements), and (b) with respect to Akebia’s right to audit, the reports provided for in Section 4.1.4 (Payment of Licensee R&D Cost Share) related to any [***] Costs, reports of any costs and expenses associated with any Additional Development performed by Licensee that Akebia [***] in accordance with Section 4.3.3 (Reimbursement for Additional Development), and royalty payments based on Net Sales (subject to such independent accounting firm’s firm is subject to written obligations of confidentiality and non-use applicable to each Party’s Confidential Information that are at least as stringent as those set forth described in Article XIII 12 (Confidentiality)). Such auditor will be bound by a legal agreement obligating it to maintain the confidentiality of such information. Such audit will not be (ia) performed more frequently than once per calendar yearCalendar Year, (iib) conducted for any calendar year Calendar Year more than three years after the end of such year, or (iiic) repeated for any calendar yearCalendar Year or with respect to the same set of records (unless a discrepancy with respect to such records is discovered during a prior audit). Such examination is to be made at the expense of the auditing Party, except in the event that the results of the audit reveal an underpayment (or excess credit in the case of [***] Costs that may be credited pursuant to Section 4.1.3 (Development Cost Sharing) underpayment, or overcharge in the case of COGS charged pursuant to Section 8.3 (Supply Agreements)) Manufacturing Costs charged, by the audited Party of [***]% or more during the period being audited, in which case reasonable audit fees for such examination will be paid by the audited Party. The underpaid Party will be entitled to recover any shortfall in payments as determined by such audit, plus interest thereon, calculated in accordance with Section 9.12 (Late Payments; Disputed Payments). If such examination of records reveals any overpayment by a Party, then the other Party will credit the amount overpaid against future amounts due to the other Party by the overpaying Party.

ACCOUNTING/AUDIT. Each Party agrees to keep full, clear, clear and accurate records in accordance with the Accounting Standards applicable U.S. GAAP (with respect to such Party, Akebia) and IFRS (with respect to Licensee) consistently applied, applied for a period of at least three years after the relevant payment is owed pursuant to this Agreement, setting forth Development costs, including Shared Current Global Development Costs, COGSShared Costs, and sales of the Licensed Products in sufficient detail to enable payments based on Net Sales, and amounts owed or compensation payable to the other Party hereunder, hereunder to be determined. Each Party further agrees to permit its books and records to be examined by an independent accounting firm selected by the auditing Party and reasonably acceptable to the audited Party to verify (a) with respect to Licensee’s right to audit, the Quarterly Reports and the reports provided for in Section 4.1.4 (Payment of Licensee R&D Cost Share), reports of any costs and expenses associated with any Additional Development performed by Akebia that Licensee [***] in accordance with Section 4.3.3 (Reimbursement for Additional Development), and COGS charged pursuant to Section 8.3 (Supply Agreements), and (b) with respect to Akebia’s right to audit, the reports provided for in Section 4.1.4 4.1.5 (Payment of Licensee R&D Cost Share) related to any [***] Costs, reports of any costs and expenses associated with any Additional Development performed by Licensee that Akebia [***] in accordance with Section 4.3.3 9.4 (Reimbursement for Additional Development), Cost Share and royalty payments based on Net Sales Revenue Share) (subject to such independent accounting firm’s written obligations of confidentiality and non-use applicable to each PartyLicensee’s Confidential Information that are at least as stringent as those set forth described in Article XIII 13 (Confidentiality)) hereof). Such auditor will be bound by a legal agreement obligating it to maintain the confidentiality of such information. Such audit will shall not be (ia) performed more frequently than once per calendar year, (iib) conducted for any calendar year more than three years after the end of such year, or (iiic) repeated for any calendar year. Such examination is to be made at the expense of the auditing Party, except in the event that the results of the audit reveal an underpayment (or excess credit in the case of [***] Costs that may be credited pursuant to Section 4.1.3 (Development Cost Sharing) or overcharge in the case of COGS charged pursuant to Section 8.3 (Supply Agreements)) by the audited Party of [***]% or more during the period being audited, in which case reasonable audit fees for such examination will shall be paid by the audited Party.

ACCOUNTING/AUDIT. Each Party agrees to keep full, clear, and accurate records in accordance with the Accounting Standards applicable to such PartyU.S. GAAP, consistently applied, for a period of at least three years [***] after the relevant payment is owed pursuant to this Agreement, setting forth Research Costs (including Eligible Co-Co Research Costs, RT Excess Costs, DT Moderna Excess Costs), Development costs, Costs (including Shared Eligible Development Costs), COGSMedical Affairs Costs (including Eligible Medical Affairs Costs) Manufacturing Costs, and Commercialization Costs, Other Operating Expenses, royalties, sales of the Licensed Products Products, and other amounts payable to the other Party hereunder in sufficient detail to enable amounts owed or payable to the other Party hereunder, hereunder to be determined. Each Party further agrees to permit its books and records to be examined by an independent accounting firm selected by the auditing other Party and reasonably acceptable to the audited Party to verify (a) with respect to Licensee’s right to audit, the Quarterly Reports and the reports provided for in Section 4.1.4 (Payment of Licensee R&D Cost Share), reports accuracy of any costs and expenses associated with any Additional Development performed by Akebia of the foregoing; provided that Licensee [***] in accordance with Section 4.3.3 (Reimbursement for Additional Development), and COGS charged pursuant to Section 8.3 (Supply Agreements), and (b) with respect to Akebia’s right to audit, the reports provided for in Section 4.1.4 (Payment of Licensee R&D Cost Share) related to any [***] Costs, reports of any costs and expenses associated with any Additional Development performed by Licensee that Akebia [***] in accordance with Section 4.3.3 (Reimbursement for Additional Development), and royalty payments based on Net Sales (subject to such independent accounting firm’s firm is subject to written obligations of confidentiality and non-use applicable to each Party’s Confidential Information that are at least as stringent as those set forth described in Article XIII 11 (Confidentiality)). Such auditor will be bound by a legal agreement obligating it to maintain the confidentiality of such information. Such audit will shall not be (ia) performed more frequently than once per calendar year[***], (iib) conducted for any calendar year Calendar Year more than three years [***] after the end of such year, or (iiic) repeated for any calendar yearCalendar Year or with respect to the same set of records (unless a discrepancy with respect to such records is discovered during a prior audit). Such examination is to be made at the expense of the auditing Party, except in the event that the results of the audit reveal an underpayment (or excess credit in the case of [***] Costs that may be credited pursuant to Section 4.1.3 (Development Cost Sharing) or overcharge in the case of COGS charged pursuant to Section 8.3 (Supply Agreements)) by the audited Party of [***]% ] or more during the period being audited, in which case reasonable audit fees for such examination will shall be paid by the audited Party. The underpaid Party shall be entitled to recover any shortfall in payments as determined by such audit, plus interest thereon, calculated in accordance with Section 7.15 (Default Interest). If such examination of records reveals any overpayment by a Party, then the other Party shall credit the amount overpaid against future amounts due to the other Party by the overpaying Party.