Common use of Books of Account; Audit Clause in Contracts

Books of Account; Audit. Genzyme shall keep and maintain proper and complete books of account, and shall maintain a bank account, on behalf of Kallikrein LLC following Genzyme's exercise of its Buy-In Option. Prior to Genzyme's exercise of its Buy-In Option or if Genzyme declines to exercise its Buy-In Option, Dyax shall keep and maintain proper and complete books of account, and shall maintain a bank account, on behalf of Kallikrein LLC. Each Party shall have reasonable access to such books of account and bank records upon reasonable prior notice to the other Party. In the event that either Dyax or Genzyme reasonably deems the Program to be material to Dyax or Genzyme, as the case may be, for financial accounting purposes, then, upon such Party's request, audited financial statements of Kallikrein LLC shall be prepared by an independent accounting firm to be selected by the Steering Committee. Each of Dyax and Genzyme shall keep and maintain proper and complete records and books of account documenting all Program Costs incurred by it. Each of Kallikrein LLC, Dyax and Genzyme shall permit independent accountants retained by the other Parties to have access to its records and books for the sole purpose of determining the appropriateness of Program Costs charged by the non-auditing Party hereunder. Such examination shall be conducted during regular business hours and upon reasonable notice, at the auditing Party's own expense and no more than once in each calendar year during the term of this Agreement and once during the three (3) calendar years following the termination hereof. If such examination reveals that such Program Costs have been misstated, any adjustment shall be promptly refunded or paid, as appropriate. The auditing Party shall pay the fees and expenses of the accountant engaged to perform the audit, unless such audit reveals an overcharge of ten percent (10%) or more for the period examined, in which case the Party who received such overpayment shall pay all reasonable costs and expenses incurred by the auditing Party in the course of making such determination, including the fees and expenses of the accountant.

Books of Account; Audit. Genzyme shall keep and maintain proper and complete books of account, and shall maintain a bank account, on behalf of Kallikrein LLC following Genzyme's exercise of its Buy-In Option. Prior to Genzyme's exercise of its Buy-In Option or if Genzyme declines to exercise its Buy-In Option, Dyax shall keep and maintain proper and complete books of account, and shall maintain a bank account, on behalf of Kallikrein LLC. Each Party Dyax shall have reasonable access to such books of account and bank records upon reasonable prior notice to the other PartyGenzyme. In the event that either Dyax or Genzyme reasonably deems the Program to be material to Dyax or Genzyme, as the case may be, for financial accounting purposes, then, upon such Party's request, audited financial statements of Kallikrein LLC shall be prepared by an independent accounting firm to be selected by the Steering Committee. Each of Dyax and Genzyme shall keep and maintain proper and complete records and books of account documenting all Program Costs incurred by it. Each of Kallikrein LLC, Dyax and Genzyme shall permit independent accountants retained by the other Parties to have access to its records and books for the sole purpose of determining the appropriateness of Program Costs charged by the non-auditing Party hereunder. Such examination shall be conducted during regular business hours and upon reasonable notice, at the auditing Party's own expense and no more than once in each calendar year during the term of this Agreement and once during the three (3) calendar years following the termination hereof. If such examination reveals that such Program Costs have been misstated, any adjustment shall be promptly refunded or paid, as appropriate. The auditing Party shall pay the fees and expenses of the accountant engaged to perform the audit, unless such audit reveals an overcharge of ten percent (10%) or more for the period examined, in which case the Party who received such overpayment shall pay all reasonable costs and expenses incurred by the auditing Party in the course of making such determination, including the fees and expenses of the accountant.

Books of Account; Audit. Genzyme shall keep and maintain proper and complete books of account, and shall maintain a bank account, on behalf of Kallikrein LLC following Genzyme's exercise of its Buy-In Option. Prior to Genzyme's exercise of its Buy-In Option or if BioMarin/Genzyme declines to exercise its Buy-In Option, Dyax shall keep and maintain proper and complete books of account, and shall maintain a bank account, on behalf of Kallikrein LLC. Each Party shall have reasonable access to such books of account and bank records upon reasonable prior notice to the other Party. In the event that either Dyax BioMarin or Genzyme reasonably deems the Program to be material to Dyax BioMarin or Genzyme, as the case may be, for financial accounting purposes, then, upon such Party's ’s request, audited financial statements of Kallikrein BioMarin/Genzyme LLC shall be prepared by an independent accounting firm to be selected by the Steering Committee. Each of Dyax BioMarin and Genzyme shall keep and maintain proper and complete records and books of account documenting all Program Costs incurred by itsuch Party. Each of Kallikrein BioMarin/Genzyme LLC, Dyax BioMarin and Genzyme shall permit independent accountants retained by BioMarin or Genzyme (the other Parties “Auditing Party”) to have access to its records and books for the sole purpose of determining the appropriateness of Program Costs charged by or accrued to the non-auditing Party being audited hereunder. Such examination shall be conducted during regular business hours and upon reasonable notice, at the auditing Auditing Party's ’s own expense and no more than once in each calendar year during the term of this Agreement Term and once during the three (3) calendar years following the expiration or termination hereof. If such examination reveals that such Program Costs have been misstated, any adjustment shall be promptly refunded or paid, as appropriate. The auditing Auditing Party shall pay the fees and expenses of the accountant engaged to perform the audit, unless such audit reveals an overcharge or accrual of ten percent (10%) [****] or more for the period examined, in which case the Party who received such overpayment shall pay all reasonable costs and expenses incurred by the auditing Auditing Party in the course of making such determination, including the fees and expenses of the accountantaccountant along with interest at the rate set forth in Section 14.4.

Books of Account; Audit. Genzyme ATIII LLC shall keep and maintain proper and complete books of account, . GTC shall initially keep and shall maintain a bank account, such books on behalf of Kallikrein ATIII LLC following Genzyme's exercise for the 1998 calendar year. No later than October 31st of its Buy-In Option. Prior each year, the Steering Committee shall select either Genzyme or GTC to Genzyme's exercise of its Buy-In Option or if Genzyme declines to exercise its Buy-In Option, Dyax shall keep and maintain proper and complete such books of account, and shall maintain a bank account, on behalf of Kallikrein LLC. Each Party shall have reasonable access to ATIII LLC for the subsequent calendar year (beginning as of January 1st of such books of account and bank records upon reasonable prior notice to the other Partyyear). In the event that either Dyax GTC or Genzyme reasonably deems the Program to be material to Dyax GTC or Genzyme, as the case may be, for financial accounting purposes, then, upon such Party's request, audited financial statements of Kallikrein ATIII LLC shall be prepared by an independent accounting firm to be selected by the Steering Committee. Each of Dyax GTC and Genzyme shall keep and maintain proper and complete records and books of account documenting all Program Costs incurred by it. Each of Kallikrein ATIII LLC, Dyax GTC and Genzyme shall permit independent accountants retained by the other Parties to have access to its records and books for the sole purpose of determining the appropriateness of Program Costs charged by the non-non- auditing Party hereunder. Such examination shall be conducted during regular business hours and upon reasonable notice, at the auditing Party's own expense and no more than once in each calendar year during the term of this Agreement and once during the three (3) calendar years following the termination hereof. If such examination reveals that such Program Costs have been misstated, any adjustment shall be promptly refunded or paid, as appropriate. The auditing Party shall pay the fees and expenses of the accountant engaged to perform the audit, unless such audit reveals an overcharge of ten five percent (105%) or more for the period examined, in which case the Party who received such overpayment shall pay all reasonable costs and expenses incurred by the auditing Party in the course of making such determination, including the fees and expenses of the accountant.

Books of Account; Audit. Genzyme TMS shall keep and maintain proper and complete books of account, and shall maintain a bank account, on behalf of Kallikrein LLC following Genzyme's exercise of its Buy-In Optionthe Company. Prior to Genzyme's exercise of its Buy-In Option or if Genzyme declines to exercise its Buy-In Option, Dyax shall keep and maintain proper and complete books of account, and shall maintain a bank account, on behalf of Kallikrein LLC. Each Party shall have reasonable access to such All books of account and bank records upon reasonable prior notice account shall be available and open to the other PartyMI for review. In the event that either Dyax TMS or Genzyme MI reasonably deems the Program to be material to Dyax TMS or GenzymeMI, as the case may be, for financial accounting purposes, then, upon such PartyMember's request, audited financial statements of Kallikrein LLC the Company shall be prepared by an independent KPMG Peat Marwick, LLP or other qualified certified public accounting firm to be selected agreed upon by the Steering CommitteeMembers. Each of Dyax and Genzyme Member shall keep and maintain proper and complete records and books of account documenting all Program Costs incurred by itsuch Member. In the event there has been discovered a Material Discrepancy, MI shall have the right to require that an independent accounting firm keep and maintain the books of account and bank account on behalf of TMS in lieu of TMS and upon such request, TMS shall deliver the records to the independent accountant and assist in the transition. Each of Kallikrein LLCthe Company, Dyax TMS and Genzyme MI shall permit independent accountants retained by TMS or MI (the other Parties "Auditing Party") to have access to its records and books for the sole purpose of determining the appropriateness of Program Costs charged by or accrued to the non-auditing Party Member being audited hereunder. Such examination shall be conducted during regular business hours and upon reasonable notice, at the auditing Auditing Party's own expense and no more than once in each calendar year during the term of this Agreement and once during the three seven (37) calendar years following the expiration or termination hereof, provided, such limitation of no more than once each calendar year shall not apply if a Material Discrepancy has been discovered. If such examination reveals that such Program Costs have been misstated, any adjustment shall be promptly refunded or paid, as appropriate. The auditing Auditing Party shall pay the fees and expenses of the accountant engaged to perform the audit, unless such audit reveals an overcharge of ten percent (10%) or more for the period examineda Material Discrepancy, in which case the Party Member who received such overpayment shall pay all reasonable costs and expenses incurred by the auditing Auditing Party in the course of making such determination, including the fees and expenses of the accountant.accountant and reimburse the overpayment. The Company, TMS and MI shall each keep their books and records relating to this Agreement and the Program for a minimum of seven (7) years. The right to review records in this Section 5.3 is in addition to and not in lieu of 18-305 of the Act; provided no Manager shall have the right to keep confidential any information from the other Manager. [*CONFIDENTIAL TREATMENT REQUESTED]

Books of Account; Audit. Genzyme shall keep and maintain proper and ----------------------- complete books of account, and shall maintain a bank account, on behalf of Kallikrein LLC following Genzyme's exercise of its Buy-In Option. Prior to Genzyme's exercise of its Buy-In Option or if BioMarin/Genzyme declines to exercise its Buy-In Option, Dyax shall keep and maintain proper and complete books of account, and shall maintain a bank account, on behalf of Kallikrein LLC. Each Party shall have reasonable access to such books of account and bank records upon reasonable prior notice to the other Party. In the event that either Dyax BioMarin or Genzyme reasonably deems the Program to be material to Dyax BioMarin or Genzyme, as the case may be, for financial accounting purposes, then, upon such Party's request, audited financial statements of Kallikrein BioMarin/Genzyme LLC shall be prepared by an independent accounting firm to be selected by the Steering Committee. Each of Dyax BioMarin and Genzyme shall keep and maintain proper and complete records and books of account documenting all Program Costs incurred by itsuch Party. Each of Kallikrein BioMarin/Genzyme LLC, Dyax BioMarin and Genzyme shall permit independent accountants retained by BioMarin or Genzyme (the other Parties "Auditing Party") to have access to its records and books for the sole purpose of determining the appropriateness of Program Costs charged by or accrued to the non-auditing Party being audited hereunder. Such examination shall be conducted during regular business hours and upon reasonable notice, at the auditing Auditing Party's own expense and no more than once in each calendar year during the term of this Agreement and once during the three (3) calendar years following the expiration or termination hereof. If such examination reveals that such Program Costs have been misstated, any adjustment shall be promptly refunded or paid, as appropriate. The auditing Auditing Party shall pay the fees and expenses of the accountant engaged to perform the audit, unless such audit reveals an overcharge of ten percent (10%) or accrual [* * *] or more for the period examined, in which case the Party who received such overpayment shall pay all reasonable costs and expenses incurred by the auditing Auditing Party in the course of making such determination, including the fees and expenses of the accountantaccountant along with interest at the rate set forth in Section 14.4.

Books of Account; Audit. Genzyme shall keep and maintain proper and complete books of account, and shall maintain a bank account, on behalf of Kallikrein LLC following Genzyme's exercise of its Buy-In Option. Prior to Genzyme's exercise of its Buy-In Option or if Genzyme declines to exercise its Buy-In Option, Dyax shall keep and maintain proper and complete books of account, and shall maintain a bank account, on behalf of Kallikrein LLC. Each Party Dyax shall have reasonable access to such books of account and bank records upon reasonable prior notice to the other PartyGenzyme. In the event that either Dyax or Genzyme reasonably deems the Program to be material to Dyax or Genzyme, as the case may be, for financial accounting purposes, then, upon such Party's request, audited financial statements of Kallikrein LLC shall be prepared by an independent accounting firm to be selected by the Steering Committee. Each of Dyax and Genzyme shall keep and maintain proper and complete records and books of account documenting all Program Costs incurred by it. Each of Kallikrein LLC, Dyax and Genzyme shall permit independent accountants retained by the other Parties to have access to its records and books for the sole purpose of determining the appropriateness of Program Costs charged by the non-auditing Party hereunder. Such examination shall be conducted during regular business hours and upon reasonable notice, at the auditing Party's own expense and no more than once in each calendar year during the term of this Agreement and once during the three (3) calendar years following the termination hereof. If such examination reveals that such Program Costs have been misstated, any adjustment shall be promptly refunded or paid, as appropriate. The auditing Party shall pay the fees and expenses of the accountant engaged to perform the audit, unless such audit reveals an overcharge of ten percent (10%) ************* or more for the period examined, in which case the Party who received such overpayment shall pay all reasonable costs and expenses incurred by the auditing Party in the course of making such determination, including the fees and expenses of the accountant.

Books of Account; Audit. Genzyme shall keep and maintain proper and complete books of account, and shall maintain a bank account, on behalf of Kallikrein LLC following Genzyme's exercise of its Buy-In Option. Prior to Genzyme's exercise of its Buy-In Option or if BioMarin/Genzyme declines to exercise its Buy-In Option, Dyax shall keep and maintain proper and complete books of account, and shall maintain a bank account, on behalf of Kallikrein LLC. Each Party shall have reasonable access to such books of account and bank records upon reasonable prior notice to the other Party. In the event [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. that either Dyax BioMarin or Genzyme reasonably deems the Program to be material to Dyax BioMarin or Genzyme, as the case may be, for financial accounting purposes, then, upon such Party's ’s request, audited financial statements of Kallikrein BioMarin/Genzyme LLC shall be prepared by an independent accounting firm to be selected by the Steering Committee. Each of Dyax BioMarin and Genzyme shall keep and maintain proper and complete records and books of account documenting all Program Costs incurred by itsuch Party. Each of Kallikrein BioMarin/Genzyme LLC, Dyax BioMarin and Genzyme shall permit independent accountants retained by BioMarin or Genzyme (the other Parties “Auditing Party”) to have access to its records and books for the sole purpose of determining the appropriateness of Program Costs charged by or accrued to the non-auditing Party being audited hereunder. Such examination shall be conducted during regular business hours and upon reasonable notice, at the auditing Auditing Party's ’s own expense and no more than once in each calendar year during the term of this Agreement Term and once during the three (3) calendar years following the expiration or termination hereof. If such examination reveals that such Program Costs have been misstated, any adjustment shall be promptly refunded or paid, as appropriate. The auditing Auditing Party shall pay the fees and expenses of the accountant engaged to perform the audit, unless such audit reveals an overcharge or accrual of ten percent (10%) [**] or more for the period examined, in which case the Party who received such overpayment shall pay all reasonable costs and expenses incurred by the auditing Auditing Party in the course of making such determination, including the fees and expenses of the accountantaccountant along with interest at the rate set forth in Section 14.4.

Books of Account; Audit. Genzyme shall keep and maintain proper and ----------------------- complete books of account, and shall maintain a bank account, on behalf of Kallikrein LLC following Genzyme's exercise of its Buy-In Option. Prior to Genzyme's exercise of its Buy-In Option or if BioMarin/Genzyme declines to exercise its Buy-In Option, Dyax shall keep and maintain proper and complete books of account, and shall maintain a bank account, on behalf of Kallikrein LLC. Each Party shall have reasonable access to such books of account and bank records upon reasonable prior notice to the other Party. In the event that either Dyax BioMarin or Genzyme reasonably deems the Program to be material to Dyax BioMarin or Genzyme, as the case may be, for financial accounting purposes, then, upon such Party's request, audited financial statements of Kallikrein BioMarin/Genzyme LLC shall be prepared by an independent accounting firm to be selected by the Steering Committee. Each of Dyax BioMarin and Genzyme shall keep and maintain proper and complete records and books of account documenting all Program Costs incurred by itsuch Party. Each of Kallikrein BioMarin/Genzyme LLC, Dyax BioMarin and Genzyme shall permit independent accountants retained by BioMarin or Genzyme (the other Parties "Auditing Party") to have access to its records and books for the sole purpose of determining the appropriateness of Program Costs charged by or accrued to the non-auditing Party being audited hereunder. Such examination shall be conducted during regular business hours and upon reasonable notice, at the auditing Auditing Party's own expense and no more than once in each calendar year during the term of this Agreement and once during the three (3) calendar years following the expiration or termination hereof. If such examination reveals that such Program Costs have been misstated, any adjustment shall be promptly refunded or paid, as appropriate. The auditing Auditing Party shall pay the fees and expenses of the accountant engaged to perform the audit, unless such audit reveals an overcharge or accrual of ten percent (10%) or more for the period examined, in which case the Party who received such overpayment shall pay all reasonable costs and expenses incurred by the auditing Auditing Party in the course of making such determination, including the fees and expenses of the accountantaccountant along with interest at the rate set forth in Section 14.4.