By ALEXION. Eidos shall keep (and shall cause its Affiliates and Sublicensees to keep) complete and accurate records pertaining to the FTE Costs and Out-of-Pocket Costs incurred by Eidos and its Affiliates in the conduct of (1) [***] and (2) if a [***] is initiated pursuant to Section 4.2(b), the applicable [***], for at least [***] following the end of the [***] to which such records pertain. Upon [***] prior notice from Alexion, Eidos shall permit an independent certified public accounting firm of nationally recognized standing selected by Alexion and reasonably acceptable to Eidos, to examine, at Alexion’s sole expense, the relevant books and records of Eidos and its Affiliates as may be reasonably necessary to verify Eidos’ and its Affiliates’ FTE Costs and Out-of-Pocket Costs invoiced by Eidos under Section 4.11 or Section 4.3(b). An examination by Alexion under this Section 7.6(b) shall occur not more than once in any Calendar Year and shall be limited to the pertinent books and records for any Calendar Year ending not more than [***]. The accounting firm shall be provided access to such books and records at Eidos’ or its Affiliates’ facility(ies) where such books and records are normally kept and such examination shall be conducted during Eidos’ normal business hours. The auditor will execute a written confidentiality agreement that is acceptable to Eidos with Eidos and will disclose to Alexion only such information as is reasonably necessary to provide Alexion with information regarding any actual or potential discrepancies between amounts invoiced and such costs and expenses actually incurred by Eidos and its Affiliates. Upon completion of the audit, the accounting firm shall provide both Eidos and Alexion with a written report disclosing any discrepancies in the invoices submitted by Eidos and such costs and expenses actually incurred by Eidos and its Affiliates, and, in each case, the specific details concerning any discrepancies. [***]. Alexion shall pay the amount of any underpayment disclosed in any undisputed Auditor’s report, together with any interest owed thereon within [***] after delivery to the Parties of the final Auditor’s report. If such final Auditor’s report discloses any overpayment by Alexion of the amounts payable hereunder, Alexion shall have the right to offset such overpayment against future payments owed to Eidos under this Agreement following the audit in question. Any disclosures or reports disclosed to Alexion under this Section 7.6...
By ALEXION. Alexion shall indemnify, defend and hold harmless Eidos, its Affiliates, and their directors, officers, employees and agents, and their respective successors, heirs and assigns (individually and collectively, the “Eidos Indemnitee(s)”) from and against all losses, liabilities, damages, judgments, awards, costs and expenses (including reasonable attorneys’ fees) (individually and collectively, “Losses”) incurred in connection with any claims, demands, actions, suits or other proceedings by any Third Party (individually and collectively, “Third Party Claims”) to the extent arising from: (a) the Exploitation of the Licensed Products by or on behalf of Alexion or any of its Affiliates, Sublicensees or Subcontractors (but excluding (1) [***] and (2) [***] (b) the gross negligence or willful misconduct of Alexion or its Affiliates, Sublicensees or Subcontractors, or any Alexion Indemnitees, (c) Alexion’s breach of any of its representations or warranties made in or pursuant to this Agreement or any Alexion covenants or obligations set forth in or entered into pursuant to this Agreement, or (d) failure of Alexion or its Affiliates, Sublicensees or Subcontractors to abide by any Applicable Laws, in each case of clauses (a) through (d) above, except to the extent such Losses arise out of any matter for which Eidos has obligations of indemnification pursuant to Section 10.2, with respect to which each Party will indemnify the other in proportion to their respective liability for such Losses.
By ALEXION. In the event of a material breach of this Agreement by ZEALAND, which material breach remains uncured for [***] days measured from the date of written notice of such material breach by ALEXION as may be extended for the Mediation Period pursuant to Section 12.3, which notice identifies the material breach and the actions or conduct that it reasonably considers would be an acceptable cure of such material breach, ALEXION may terminate this Agreement in whole or with respect to one or more Candidate Products, Products or Targets, at any time during the Term of this Agreement by written notice of termination to ZEALAND.
By ALEXION. In the event of a material breach of this Agreement by DICERNA, which material breach remains uncured for [***] days measured from the date of written notice of such material breach by ALEXION, which notice identifies the material breach and the actions or conduct that it reasonably considers would be an acceptable cure of such material breach, ALEXION may terminate this Agreement in whole or with respect to one or more Candidate Products, Products or Targets, at any time during the Term of this Agreement by written notice of termination to DICERNA.
