Common use of ACCOUNTING/AUDIT Clause in Contracts

ACCOUNTING/AUDIT. Each Party agrees to keep full, clear, and accurate records in accordance with U.S. GAAP, consistently applied, for a period of at least [***] 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 (including Eligible Development Costs), Medical Affairs Costs (including Eligible Medical Affairs Costs) Manufacturing Costs, Commercialization Costs, Other Operating Expenses, royalties, sales of the Products, and other amounts payable to the other Party hereunder 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 other Party and reasonably acceptable to the audited Party to verify the accuracy of any of the foregoing; provided that such independent accounting 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 11 (Confidentiality). Such audit shall not be (a) performed more frequently than [***], (b) conducted for any Calendar Year more than [***] after the end of such year, or (c) repeated for any Calendar 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 overcharge by the audited Party of [***] or more during the period being audited, in which case reasonable audit fees for such examination 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.

ACCOUNTING/AUDIT. 8.7.1 Each Party (the “Payor”) agrees to keep keep, and to require its Affiliates and Sublicensees to keep, full, clear, clear and accurate records in accordance with U.S. GAAP, consistently applied, for a minimum period of at least [***] after the relevant payment is owed pursuant to this Agreement, setting forth Research Costs (including Eligible Co-Co Research Costsas applicable the sales and other disposition of Collaboration Products sold or otherwise disposed of, RT Excess Costs, DT Moderna Excess Costs), the Development Costs (including Eligible Development Costs), Medical Affairs Costs (including Eligible Medical Affairs Costs) Manufacturing Costs, and Commercialization Costs, Other Operating Expenses, royalties, sales of the activities with respect to Collaboration Products, and other amounts payable to the other Party hereunder Development Costs incurred therewith, in sufficient detail to enable amounts owed royalties and compensation payable to, or the Development Costs payable to by, the other Party (the “Payee”) hereunder to be determined. Each Party further agrees . 8.7.2 Neurocrine agrees, upon not less than [**] prior written notice, to permit permit, and to require its Affiliates to permit, such books and records relating to such Collaboration Products to be examined by an independent accounting firm selected by the other Party Voyager and reasonably acceptable to Neurocrine for the audited Party purpose of verifying reports provided (or required to verify be provided) by Neurocrine under this Article 8 or under the accuracy of any of Co-Co Agreements. Voyager agrees, upon not less than [**] prior written notice, to permit, and to require its Affiliates to permit, such books and records relating to Development Costs and other costs under the foregoing; provided that such Co-Co Agreements to be examined by an independent accounting firm is subject selected by Voyager and reasonably acceptable to written obligations Neurocrine for the purpose of confidentiality and nonverifying reports provided (or required to be provided) by Voyager under Section 2.2.2 or under the Co-use applicable to each Party’s Confidential Information that are at least as stringent as those set forth described in Article 11 (Confidentiality)Co Agreements. Such Any such audit shall not be (a) performed more frequently than [***]] period, (b) shall not audit any previously audited records, and shall be conducted under appropriate confidentiality provisions, for any Calendar Year more than [***] after the end sole purpose of such yearverifying the accuracy and completeness of all financial, accounting and numerical information and calculations provided under this Agreement or (c) repeated for any Calendar Year or under the Co-Co Agreements. The independent accounting firm shall only share the results of the audit, not the underlying records, with respect to the same set of records (unless a discrepancy with respect to such records is discovered during a prior audit). Such examination auditing party. 8.7.3 Any audit conducted by Voyager is to be made at the expense of the auditing PartyVoyager, except in the event that if the results of the audit reveal an underpayment of royalties, milestones or overcharge by other payments to Voyager under this Agreement or under the audited Party Co-Co Agreements of [**] percent ([*] *]%) or more during in the period being auditedaudited period, in which case (a) Neurocrine shall promptly remit to Voyager the amount of such underpayment and (b) the reasonable audit fees and expenses for such examination audit shall be paid by Neurocrine. Any audit conducted by Neurocrine is to be made at the expense of Neurocrine, except if the results of the audit reveal an overpayment of Development Costs or other payments to Voyager under this Agreement or under the Co-Co Agreements of [**] percent ([**]%) or more in the audited Party. The underpaid Party period, in which case (x) Voyager shall promptly remit to Neurocrine the amount of such overpayment and (y) the reasonable fees and expenses for such audit shall be entitled to recover paid by Voyager. For clarity, any shortfall audit that reveals an underpayment or overpayment, as the case may be, of less than [**] percent ([**]%) in payments as determined by such the audited period, shall be made at the expense of the Party conducting the 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.

ACCOUNTING/AUDIT. Each Party agrees to keep full, clear, and accurate records in accordance with U.S. GAAPthe 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 Research Costs (Development costs, including Eligible Co-Co Research Shared Development Costs, RT Excess CostsCOGS, DT Moderna Excess Costs), Development Costs (including Eligible Development Costs), Medical Affairs Costs (including Eligible Medical Affairs Costs) Manufacturing Costs, Commercialization Costs, Other Operating Expenses, royalties, and sales of the Products, and other amounts payable to the other Party hereunder Licensed Products 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 other auditing Party and reasonably acceptable to the audited Party to verify (a) with respect to Licensee’s right to audit, the accuracy 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 the foregoing; provided 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 is subject to 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 11 XIII (Confidentiality)). Such auditor will be bound by a legal agreement obligating it to maintain the confidentiality of such information. Such audit shall will not be (ai) performed more frequently than [***]once per calendar year, (bii) conducted for any Calendar Year calendar year more than [***] three years after the end of such year, or (ciii) repeated for any Calendar Year or with respect to the same set of records (unless a discrepancy with respect to such records is discovered during a prior audit)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 shall will 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.

ACCOUNTING/AUDIT. Each Party agrees to keep full, clear, and accurate records in accordance with U.S. GAAP, consistently appliedthe applicable Accounting Standard for such Party, for a period of at least [***] three years after the relevant payment is owed pursuant to this Agreement, setting forth Research Costs (including as applicable) Eligible Co-Co Research Global Development Costs, RT Excess Costs, DT Moderna Excess Costs), Development Costs (including Eligible Development Costs), Medical Affairs Costs (including Eligible Medical Affairs Costs) Manufacturing Costs, Commercialization Costs, Other Operating Expenses, royaltiesRoyalties, sales of the ProductsLicensed Products (including all calculations of Net Sales), and other amounts payable to the other Party hereunder hereunder, in each case, 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 other auditing Party and reasonably acceptable to the audited Party to verify the accuracy of any of the foregoing; provided that such independent accounting 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 11 12 (Confidentiality). Such audit shall will not be (a) performed more frequently than [***]once per Calendar Year, (b) conducted for any Calendar Year more than [***] three years after the end of such year, or (c) repeated for any Calendar 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 underpayment, or overcharge in the case of Manufacturing Costs charged, by the audited Party of [***] ]% or more during the period being audited, in which case reasonable audit fees for such examination shall will be paid by the audited Party. The underpaid Party shall will be entitled to recover any shortfall in payments as determined by such audit, plus interest thereon, calculated in accordance with Section 7.15 9.12 (Default InterestLate Payments; Disputed Payments). If such examination of records reveals any overpayment by a Party, then the other Party shall will credit the amount overpaid against future amounts due to the other Party by the overpaying Party.

ACCOUNTING/AUDIT. Each 31.01 Upon the written request of a Party agrees and no more than once in each [***], the other Party shall permit and independent certified public accounting firm of nationally recognized standing, selected by the requesting Party and reasonably acceptable to keep fullother Party, clearat the requesting Party’s expenses, to have access during normal business hours to such of the records of the other Party as may be reasonably necessary to verify the accuracy of the Royalty Reports for any year ending not more than [***] prior to the date of such request. The accounting firm shall be required to sign a confidentiality agreement for the benefit of, and accurate records in accordance with U.S. GAAPa form reasonably acceptable to, consistently appliedthe other Party, for a and shall disclose to ARS and Recordati only whether the Royalty Reports are correct or not and the specific details concerning any discrepancies. No other information shall be shared. 31.02 If such accounting firm concludes that: (i) additional payments were owed during the audited period of at least by Recordati to ARS, Recordati shall pay such additional amounts within [***] after the relevant payment is owed pursuant date ARS delivers to this Agreement, setting forth Research Costs (including Eligible Co-Co Research Costs, RT Excess Costs, DT Moderna Excess Costs), Development Costs (including Eligible Development Costs), Medical Affairs Costs (including Eligible Medical Affairs Costs) Manufacturing Costs, Commercialization Costs, Other Operating Expenses, royalties, sales of the Products, and other amounts payable to the other Party hereunder 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 other Party and reasonably acceptable to the audited Party to verify the accuracy of any of the foregoing; provided that such independent accounting 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 11 (Confidentiality). Such audit shall not be Recordati (a) performed more frequently than such accounting firm’s written report so concluding; and (b) the relevant invoice; (ii) Recordati has made overpayments during the audited period, ARS shall refund to Recordati the amount overpaid within [***]] after the date Recordati delivers to ARS (a) such accounting firm’s written report so concluding, and (b) conducted for any Calendar Year the relevant invoice. 31.03 The fees charged by the accounting firm shall be paid by requesting Party, except in the case of an audit by ARS of Recordati’s records, such audit discloses an underpayment by Recordati of more than [***] after of the end amount of such year, or (c) repeated payments due to ARS under this Agreement for any Calendar 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 overcharge by the audited Party of applicable [***] or more during the period being audited], in which case reasonable audit fees for such examination case, Recordati shall be paid by bear the audited Party. The underpaid Party shall be entitled to recover any shortfall in payments as determined by cost of such audit. 31.04 The Parties shall treat all financial information subject to review pursuant to this Clause 31, 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 as confidential information pursuant to the other Party by provision of Clause 47 below and shall cause the overpaying Partyaccounting firm to retain all such information in confidence.