Common use of Audit Procedure Clause in Contracts

Audit Procedure. Before beginning its audit, the Auditor shall execute a written agreement acceptable to the Audited Party by which the Auditor agrees to keep confidential all information reviewed during the audit, which agreement shall contain terms of non-disclosure and non-use no less stringent than those set forth in this Agreement. The Auditor shall have the right to disclose to the Auditing Party only its conclusions regarding any payments owed under this Agreement. Each Party and its Affiliates shall make their records available for inspection by the Auditor during regular business hours at such place or places where such records are customarily kept, upon receipt of reasonable advance notice from the Auditing Party. The records shall Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Confidential Treatment Requested by Homology Medicines, Inc. be reviewed solely to verify the accuracy of the Audited Party’s Royalties and other payment obligations and compliance with the financial terms of this Agreement, including (a) with respect to HMI’s right to audit, Royalty Reports and the reports provided for in Section 11.6.1 (Development Cost Reimbursement to NVS), and (b) with respect to NVS’ right to audit, the reports of HMI Research Costs provided for in Section 3.8.2 (Research Payments), and information set forth in the Profit Share Reports provided for in Section 11.6.5 (Profit Share Reports; Payments) including Net Sales for U.S. [***] Products, Commercialization Costs, and Manufacturing Costs.

Audit Procedure. Before beginning its audit, the Auditor shall execute a written agreement acceptable to the Audited Party by which the Auditor agrees to keep confidential all information reviewed during the audit, which agreement shall contain terms of non-disclosure and non-use no less stringent than those set forth in this Agreement. The Auditor shall have the right to disclose to the Auditing Party only its conclusions regarding any payments owed under this Agreement. Each Party and its Affiliates shall make their records available for inspection by the Auditor during regular business hours at such place or places where such records are customarily kept, upon receipt of reasonable advance notice from the Auditing Party. The records shall Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Confidential Treatment Requested by Homology Medicines, Inc. be reviewed solely to verify the accuracy of the Audited Party’s Royalties and other payment obligations and compliance with the financial terms of this Agreement, including (a) with respect to HMI’s right to audit, Royalty Reports and the reports provided for in Section 11.6.1 (Development Cost Reimbursement to NVS), and (b) with respect to NVS’ right to audit, the reports of HMI Research Costs provided for in Section 3.8.2 (Research Payments), and information set forth in the Profit Share Reports provided for in Section 11.6.5 (Profit Share Reports; Payments) including Net Sales for U.S. [***] SCD Products, Commercialization Costs, and Manufacturing Costs.