Common use of Audit Procedure Clause in Contracts

Audit Procedure. At the request of the other Party, each Party shall, and shall cause its Affiliates to, as applicable, permit an independent public accounting firm of [***] Portions of this page have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. nationally recognized standing designated by the other Party and reasonably acceptable to the audited Party, at reasonable times during normal business hours and upon reasonable notice, to audit the books and records of the audited Party to ensure the accuracy of all reports and payments made hereunder. Such examinations may not: (i) be conducted for any Calendar Quarter more than three (3) years after the end of such quarter; (ii) be conducted more than once in any twelve (12) month period (unless a previous audit during such twelve (12)-month period revealed an underpayment or other material issues with respect to such period); or (iii) be repeated for any Calendar Quarter. The accounting firm shall disclose only whether the reports and payments are correct or not, and the specific details concerning any discrepancies or noncompliance with this Agreement. No other information shall be shared. Except as provided below, the cost of this audit shall be borne by the auditing Party, unless the audit reveals a variance of more than five percent (5%) from the reported amounts, in which case the audited Party shall bear the cost of the audit. Unless disputed pursuant to Section 4.5(c) below, if such audit concludes: (y) additional amounts were owed by the audited Party, the audited Party shall pay the additional amounts, with interest from the date originally due as provided in Section 4.4; or (z) excess payments were made by the audited Party, the auditing Party shall reimburse such excess payments, in either case ((y) or (z)), within sixty (60) days after the date on which such audit is completed by the auditing Party.

Audit Procedure. At If any discrepancy is found during an ----- --------------- examination made pursuant to Section 5.8 that leads the request of party conducting such examination to believe in good faith that the other Party, each Party shall, and shall cause its Affiliates to, as applicable, permit an independent public accounting firm of [***] Portions of this page have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. nationally recognized standing designated amount owed by the other Party and reasonably acceptable party is greater or lesser than the amount that was paid by such party, then the parties shall act in good faith to attempt to resolve the audited Party, at reasonable times during normal business hours and upon reasonable notice, to audit the books and records payment dispute within 45 days (or such longer period as may be agreed upon) of the audited Party to ensure the accuracy of all reports and payments made hereunder. Such examinations may not: (i) be conducted for any Calendar Quarter more than three (3) years after the end completion of such quarter; (ii) examination. If the payment dispute is not resolved within such time period, the matter shall be conducted more than once escalated to and considered by a team from each party consisting of an executive-level manager for each party who has the authority to settle the dispute but who has not been involved in any twelve (12) month period (unless a previous audit during such twelve (12)-month period revealed an underpayment or other material issues with respect to such period); or (iii) be repeated for any Calendar Quarter. The accounting firm shall disclose only whether the reports and payments are correct or not, and the specific details concerning any discrepancies or noncompliance with day-to-day management of this Agreement. No other information If such dispute has not been settled by the parties within an additional 30 days (or such longer period as may be agreed upon), the payment dispute shall be sharedfinally settled by an audit conducted by a nationally recognized firm of certified public accountants ("Independent Auditor") that is ------------------- mutually agreed upon by the parties hereto. Except All adjustments, if any, due as provided belowa result of the audit by an Independent Auditor shall be paid by the party owing such amount within 30 days of the conclusion of such audit. If the party who is the subject of the audit is determined to owe an additional amount, the cost fees and expenses incurred by the party who conducted the examination pursuant to Section 5.8 and the fees of this audit any Independent Auditor shall be borne by such party, except where the adjustment is less than 5% of the total payment amount owed (including the additional amount paid based on the results of such audit), in which case the fees and expenses (including the fees of any Independent Auditor) shall be borne by the auditing Party, unless party conducting the audit reveals a variance of more than five percent (5%) from the reported amounts, in which case the audited Party shall bear the cost of the audit. Unless disputed pursuant to Section 4.5(c) below, if such audit concludes: (y) additional amounts were owed by the audited Party, the audited Party shall pay the additional amounts, with interest from the date originally due as provided in Section 4.4; or (z) excess payments were made by the audited Party, the auditing Party shall reimburse such excess payments, in either case ((y) or (z)), within sixty (60) days after the date on which such audit is completed by the auditing Partyexamination.

Audit Procedure. At Upon at least [***] Business Days’ prior written notice from the request auditing Party, such audit shall be conducted with respect to the countries specifically requested by the auditing Party, during regular business hours in such a manner as to not unnecessarily interfere with the normal business activities of the other PartyParty being audited. Such audit shall not be performed more frequently than [***] nor more frequently than [***]. All information, each Party shalldata, documents and abstracts herein referred to shall be used only for the purpose of verifying Royalty statements or costs and expenses incurred and shall cause its Affiliates tobe treated as the Confidential Information of the Party being audited subject to the obligations of this Agreement and need neither be retained more than [***] after completion of an audit hereof, if an audit has been requested; nor more than [***] from the end of the Calendar Year to which each shall pertain; nor more than [***] after the date of expiration or termination of this Agreement. Audit results and findings shall be made without interpretation of contractual language and shared by Vertex and Alios and the accounting firm shall disclose to the auditing Party only whether the royalty reports or expense reports, as applicable, permit are correct or incorrect and the specific details concerning any discrepancies. If the audit reveals an independent public accounting firm overpayment, then the auditing Party shall reimburse the Party being audited for the amount of the overpayment within [***]. If the audit reveals an underpayment, then the Party being audited shall make up such underpayment within [***]. Upon expiration of [***] Portions of this page have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. nationally recognized standing designated by the other Party and reasonably acceptable to the audited Party, at reasonable times during normal business hours and upon reasonable notice, to audit the books and records of the audited Party to ensure the accuracy of all reports and payments made hereunder. Such examinations may not: (i) be conducted for any Calendar Quarter more than three (3) years after following the end of such quarter; (ii) be conducted more than once in any twelve (12) month period (unless a previous audit during such twelve (12)-month period revealed an underpayment Calendar Year, the calculation of Royalties payable or other material issues costs and expenses with respect to such period); or (iii) Calendar Year shall be repeated for any Calendar Quarter. The accounting firm shall disclose only whether binding and conclusive upon the reports and payments are correct or notParties, and the specific details concerning any discrepancies Party obligated to make such royalty payments or noncompliance with this Agreement. No other information the Party receiving reimbursement of costs and expenses hereunder, its Affiliates and Sublicensees shall be sharedreleased from any liability or accountability with respect to such payments for such Calendar Year. Except The auditing Party shall pay for any such audit, except that if (i) Vertex underpaid payments by more than [***] during the period in question as provided below, the cost of this audit shall be borne by the auditing Party, unless per the audit reveals a variance of or (ii) Alios overstated its costs and expenses by more than five percent (5%) from [***] during the reported amounts, period in which case the audited Party shall bear the cost of question as per the audit. Unless disputed pursuant to Section 4.5(c) below, if such audit concludes: (y) additional amounts were owed by the audited Party, the audited Party shall pay the additional amountsreasonable costs of the audit. Portions of this exhibit, with interest from the date originally due as provided in Section 4.4; or (z) excess payments were made indicated by the audited Party, xxxx “[***],” have been redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the auditing Party shall reimburse such excess payments, in either case ((y) or (z)), within sixty (60) days after the date on which such audit is completed by the auditing PartyCommission.

Audit Procedure. At Upon at least [***] Business Days’ prior written notice from the request auditing Party, such audit shall be conducted with respect to the countries specifically requested by the auditing Party, during regular business hours in such a manner as to not unnecessarily interfere with the normal business activities of the other PartyParty being audited. Such audit shall not be performed more frequently than [***] nor more frequently than [***]. All information, each Party shalldata, documents and abstracts herein referred to shall be used only for the purpose of verifying Royalty statements or costs and expenses incurred and shall cause its Affiliates tobe treated as the Confidential Information of the Party being audited subject to the obligations of this Agreement and need neither be retained more than [***] after completion of an audit hereof, if an audit has been requested; nor more than [***] from the end of the Calendar Year to which each shall pertain; nor more than [***] after the date of expiration or termination of this Agreement. Audit results and findings shall be made without interpretation of contractual language and shared by Vertex and Alios and the accounting firm shall disclose to the auditing Party only whether the royalty reports or expense reports, as applicable, permit are correct or incorrect and the specific details concerning any discrepancies. If the audit reveals an independent public accounting firm overpayment, then the auditing Party shall reimburse the Party being audited for the amount of the overpayment within [***]. If the audit reveals an underpayment, then the Party being audited shall make up such underpayment within [***]. Upon expiration of [***] Portions of this page have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. nationally recognized standing designated by the other Party and reasonably acceptable to the audited Party, at reasonable times during normal business hours and upon reasonable notice, to audit the books and records of the audited Party to ensure the accuracy of all reports and payments made hereunder. Such examinations may not: (i) be conducted for any Calendar Quarter more than three (3) years after following the end of such quarter; (ii) be conducted more than once in any twelve (12) month period (unless a previous audit during such twelve (12)-month period revealed an underpayment Calendar Year, the calculation of Royalties payable or other material issues costs and expenses with respect to such period); or (iii) Calendar Year shall be repeated for any Calendar Quarter. The accounting firm shall disclose only whether binding and conclusive upon the reports and payments are correct or notParties, and the specific details concerning any discrepancies Party obligated to make such royalty payments or noncompliance with this Agreement. No other information the Party receiving reimbursement of costs and expenses hereunder, its Affiliates and Sublicensees shall be sharedreleased from any liability or accountability with respect to such payments for such Calendar Year. Except The auditing Party shall pay for any such audit, except that if (i) Vertex underpaid payments by more than [***] during the period in question as provided below, the cost of this audit shall be borne by the auditing Party, unless per the audit reveals a variance of or (ii) Alios overstated its costs and expenses by more than five percent (5%) from [***] during the reported amounts, period in which case the audited Party shall bear the cost of question as per the audit. Unless disputed pursuant to Section 4.5(c) below, if such audit concludes: (y) additional amounts were owed by the audited Party, the audited Party shall pay the additional amounts, with interest from reasonable costs of the date originally due as provided in Section 4.4; or (z) excess payments were made by the audited Party, the auditing Party shall reimburse such excess payments, in either case ((y) or (z)), within sixty (60) days after the date on which such audit is completed by the auditing Partyaudit.