Common use of Conduct of Audits Clause in Contracts

Conduct of Audits. It is a condition to the conduct of any audit permitted by Section 8.13 (Records and Audits) that the accountant sign and deliver to the audited Party a confidentiality agreement as reasonably requested by the audited Party. The Party engaging such accountant will require such accountant to share the findings of any such audit with both Parties. The audit report will only contain the information relevant to support the statement as to whether FTE Costs, royalties or payments due (as applicable) were calculated and paid accurately and will not include any Confidential Information disclosed to the auditor during the course of the audit. The auditing Party will pay for any such audit under Section 8.13 (Records and Audits), unless: (a) in the case of an audit under Section 8.13.1 (Audit of Morphic), such audit determines that Xxxxxxx overpaid Morphic by more than [***] of the amount owed, in which case Morphic will reimburse Xxxxxxx for the reasonable and documented fees and expenses of the auditor paid by Xxxxxxx for such audit; and (b) in the case of an audit under Section 8.13.2 (Audit of Xxxxxxx), such audit determines that Xxxxxxx underpaid Morphic by more than [***] of the amount owed, in which case Xxxxxxx will reimburse Morphic for the reasonable and documented fees and expenses of the auditor paid by Morphic for such audit. Each Party may inspect all such records no more frequently than once every [***], during normal business hours with at least [***] prior written notice. An CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. audit of the records relating to a particular Calendar Year may be conducted once and not more than once.

Conduct of Audits. It is In the event of a condition to the conduct of any audit permitted by Section 8.13 (Records and Audits) that the accountant sign and deliver to the audited Party a confidentiality agreement as reasonably requested by the audited Party. The Party engaging such accountant will require such accountant to share the findings of any such audit with both Parties. The audit report will only contain the information relevant to support the statement as to whether FTE CostsClinical Trial Issue, royalties or payments due (as applicable) were calculated and paid accurately and will not include any Confidential Information disclosed to the auditor during the course of the audit. The auditing Party will pay for any such audit under Section 8.13 (Records and Audits), unless: (a) in the case of an audit under Section 8.13.1 (Audit of Morphic), such audit determines that Xxxxxxx overpaid Morphic by more than [***] of the amount owed, in which case Morphic will reimburse Xxxxxxx for the reasonable and documented fees and expenses of the auditor paid by Xxxxxxx for such audit; and (b) in the case of an audit under Section 8.13.2 (Audit of Xxxxxxx), such audit determines that Xxxxxxx underpaid Morphic by more than [***] of the amount owed, in which case Xxxxxxx will reimburse Morphic for the reasonable and documented fees and expenses of the auditor paid by Morphic for such audit. Each Party may inspect all such records no more frequently than once every [***], during normal business hours with then upon at least [***] prior days’ notification by Licensor and at Licensor’s cost and expense, Licensor may conduct an audit of Licensee and its Affiliates, Sublicensees, and Subcontractors, and those Clinical Trial sites engaged by Licensee or its Affiliates or Sublicensees to perform Licensee’s obligations under any Territory Development Plan and affected by the Clinical Trial Issue, in each case, to determine whether the applicable Clinical Trials are being conducted in compliance with the terms of the AZ License, the terms of this Agreement relevant to Clinical Trials (i.e., not the focus of audits pursuant to Section 5.7 (Regulatory Audits), Section 10.10 (Financial Records and Audits) or Section 12.8.2 (Compliance Audits)), the applicable Territory Development Plan, cGLP, cGMP, cGCP, and Applicable Law. After preparing or receiving an audit report, Licensor will provide Licensee with a written noticesummary of Licensor’s findings of any material deficiencies from such standards that Licensor identifies during any such audit. An CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENTNotwithstanding any provision to the contrary in this Agreement, MARKED BY Licensor may provide any such reports to the counterparty to the AZ License. Licensee will remediate any such undisputed deficiencies no later than [***]] days after Licensee’s receipt of such report, HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSEDat Licensee’s cost and expense or, if such remediation is anticipated to take longer than [***] days, then Licensee will coordinate with the JSC to implement a plan to complete such remediation as soon as practicable. audit If any undisputed deficiencies or areas of remediation, that have or could reasonably be expected to have a Material Adverse Impact, are identified in the records course of such audit, then Licensee will reimburse Licensor for Licensor’s costs and expenses relating to a particular Calendar Year the conduct of such audit within [***] days after receiving Licensor’s invoice therefor. To the extent not inconsistent with the AZ License, if Licensee disputes any of Licensor’s findings of deficiencies, then either Party may refer the issue to an independent Third Party regulatory compliance consultant expert agreed by both Parties for resolution. The decision of such independent expert will be conducted once final and not more than oncebinding and all fees and expenses of such independent expert will be borne by the Party against which the decision is rendered by the independent Third Party expert.