Common use of Firewall Audits Clause in Contracts

Firewall Audits. Moderna shall have the right, through a designated Third Party auditor reasonably acceptable to Immatics, to audit Immatics’ (and, as applicable, its Affiliates’) obligations under this Agreement regarding implementation and enforcement of Firewalls under this Section 13.5.4 for purposes of confirming compliance with the Firewalls, identifying any vulnerabilities or breaches and requiring Immatics (or its Affiliates) to promptly remediate any non-compliance identified by such audit. In connection with such audit, duly authorized representatives of Moderna’s designated auditor may make an on-site visit to Immatics (or its Affiliate) for the purpose of conducting such audit. Moderna may conduct such audits from time to time as reasonably necessary to confirm Immatics’ compliance with such Firewall requirements no more than once per any [**] period or more frequently if Moderna reasonably believes at any time that Immatics is not in compliance with such Firewall requirements; provided that, if the auditor identifies a breach of the Firewall, Moderna will be entitled to up to one additional audit within the same [**] period to verify that appropriate action has been taken to remedy the breach of the Firewall. Any audits described under this Section 13.5.4 shall be conducted during Immatics’ regular business hours, for a duration only as reasonably necessary to confirm Immatics’ compliance with the applicable Firewall requirements, and shall not unreasonably interfere with or impede Immatics’ business operations. Moderna shall provide Immatics with written notice of such audit at least [**] prior to such requested audit (or such shorter period as may be designated by Moderna if Moderna reasonably believes at any time that Immatics is not in compliance with such Firewall requirements). All such audits shall be conducted at Moderna’s cost and expense. If the auditor identifies any breach of the Firewall, Moderna or the auditor will notify Immatics, and Immatics will promptly (and will use reasonable efforts to ensure its Affiliates promptly) take all action necessary to remedy such breach, and will provide Moderna with reasonable assurance that such action has been taken, at Immatics’ sole expense.

Firewall Audits. Moderna Lilly shall have the right, through a designated Third Party auditor reasonably acceptable to ImmaticsProQR, to audit Immatics’ ProQR’s (and, as applicable, its Affiliates’) obligations under this Agreement regarding implementation and enforcement of Firewalls under this Section 13.5.4 15.8 for purposes of confirming compliance with the Firewalls, identifying any vulnerabilities or breaches and requiring Immatics ProQR (or its Affiliates) to promptly remediate any non-compliance identified by such audit. In connection with such audit, duly authorized representatives of Moderna’s Lxxxx’x designated auditor may make an on-site visit to Immatics ProQR (or its Affiliate) for the purpose of conducting such audit. Moderna Lilly may conduct such audits from time to time as reasonably necessary to confirm Immatics’ ProQR’s compliance with such Firewall requirements no more than once per any [***] period or more frequently if Moderna Lilly reasonably believes at any time that Immatics ProQR is not in compliance with such Firewall requirements; provided that, that if the auditor identifies a breach of the Firewall, Moderna Lilly will be entitled to up to one [***] additional audit audits within the same [***] period to verify that appropriate action has been taken to remedy the breach of the Firewall. Any audits described under this Section 13.5.4 15.8.7 shall be conducted during Immatics’ ProQR’s regular business hours, for a duration only as reasonably necessary to confirm Immatics’ ProQR’s compliance with the applicable Firewall requirements, and shall not unreasonably interfere with or impede Immatics’ ProQR’s business operations. Moderna Lilly shall provide Immatics ProQR with written notice of such audit at least [***] prior to such requested audit (or such shorter period as may be designated by Moderna Lilly if Moderna Lilly reasonably believes at any time that Immatics ProQR is not in compliance with such Firewall requirements). All such audits shall be conducted at ModernaLilly’s cost and expense. If the auditor identifies any breach of the Firewall, Moderna or Lilly and/or the auditor will notify ImmaticsProQR, and Immatics ProQR will promptly (and will use reasonable efforts to ensure its Affiliates promptly) take all action necessary to remedy such breach, and will provide Moderna Lilly with reasonable assurance that such action has been taken, at Immatics’ ProQR’s sole expense.

Firewall Audits. Moderna Lilly shall have the right, through a designated Third Party auditor reasonably acceptable to ImmaticsPrecision, to audit Immatics’ Precision’s (and, as applicable, its Affiliates’) obligations under this Agreement regarding implementation and enforcement of Firewalls under this Section 13.5.4 17.8 for purposes of confirming compliance with the Firewalls, identifying any vulnerabilities or breaches and requiring Immatics Precision (or its Affiliates) to promptly remediate any non-compliance identified by such audit. In connection with such audit, duly authorized representatives of ModernaLilly’s designated auditor may make an on-site visit to Immatics Precision (or its Affiliate) for the purpose of conducting such audit. Moderna Precision may require such auditor to execute a reasonable confidentiality agreement prior to commencing the audit, provided that the results of such audit (excluding all Third Party confidential information and any of Precision’s or its Affiliates’ confidential information that Lilly does not otherwise have the right to access under this Agreement) may be shared with Lilly. Lilly may conduct such audits from time to time as reasonably necessary to confirm Immatics’ Precision’s compliance with such Firewall requirements no more than once per any [**] period or more frequently if Moderna reasonably believes at any time that Immatics is not in compliance with such Firewall requirements; provided that, if the auditor identifies a breach of the Firewall, Moderna will be entitled to up to one additional audit within the same [**] period to verify that appropriate action has been taken to remedy the breach of the Firewall]. Any audits described under this Section 13.5.4 17.8.8 shall be conducted during Immatics’ Precision’s regular business hours, for a duration only as reasonably necessary to confirm Immatics’ Precision’s compliance with the applicable Firewall requirements, and shall not unreasonably interfere with or impede Immatics’ Precision’s business operations. Moderna Lilly shall provide Immatics Precision with written notice of such audit at least [***] prior to such requested audit (or such shorter period as may be designated by Moderna Lilly if Moderna Lilly reasonably believes at any time that Immatics Precision is not in compliance with such Firewall requirements). All such audits shall be conducted at ModernaLilly’s cost and expense. If the auditor identifies any breach of the Firewall, Moderna or Lilly and/or the auditor will notify ImmaticsPrecision, and Immatics Precision will promptly (and will use reasonable efforts to ensure its Affiliates promptly) take all action necessary to remedy such breach, and will provide Moderna Lilly with reasonable assurance that such action has been taken, at Immatics’ Precision’s sole expense.

Firewall Audits. Moderna Novartis shall have the right, through a designated Third Party auditor reasonably acceptable to ImmaticsPrecision, to audit Immatics’ Precision’s (and, as applicable, its Affiliates’) obligations under this Agreement regarding implementation and enforcement of Firewalls under this Section 13.5.4 17.8 for purposes of confirming compliance with the Firewalls, identifying any vulnerabilities or breaches and requiring Immatics Precision (or its Affiliates) to promptly remediate any non-compliance identified by such audit. In connection with such audit, duly authorized representatives of ModernaNovartis’s designated auditor may make an on-site visit to Immatics Precision (or its Affiliate) for the purpose of conducting such audit. Moderna Precision may require such auditor to execute a reasonable confidentiality agreement prior to commencing the audit, provided that the results of such audit (excluding all Third Party confidential information and any of Precision’s or its Affiliates’ confidential information that Novartis does not otherwise have the right to access under this Agreement) may be shared with Novartis. Novartis may conduct such audits from time to time as reasonably necessary to confirm Immatics’ Precision’s compliance with such Firewall requirements no more than once per any [**] period or more frequently if Moderna reasonably believes at any time that Immatics is not in compliance with such Firewall requirements; provided that, if the auditor identifies a breach of the Firewall, Moderna will be entitled to up to one additional audit within the same [**] period to verify that appropriate action has been taken to remedy the breach of the Firewall]. Any audits described under this Section 13.5.4 17.8.5 shall be conducted during Immatics’ Precision’s regular business hours, for a duration only as reasonably necessary to confirm Immatics’ Precision’s compliance with the applicable Firewall requirements, and shall not unreasonably interfere with or impede Immatics’ Precision’s business operations. Moderna Novartis shall provide Immatics Precision with written notice of such audit at least [***] prior to such requested audit (or such shorter period as may be designated by Moderna Novartis if Moderna Novartis reasonably believes at any time that Immatics Precision is not in compliance with such Firewall requirements). All such audits shall be conducted at ModernaNovartis’s cost and expense. If the auditor identifies any breach of the Firewall, Moderna Novartis or the auditor will notify ImmaticsPrecision, and Immatics Precision will promptly (and will use reasonable efforts to ensure its Affiliates promptly) take all action necessary to remedy such breach, and will provide Moderna Novartis with reasonable assurance that such action has been taken, at Immatics’ Precision’s sole expense.

Firewall Audits. Moderna Lilly shall have the right, through a designated Third Party auditor reasonably acceptable to ImmaticsProQR, to audit Immatics’ ProQR’s (and, as applicable, its Affiliates’) obligations under this Agreement regarding implementation and enforcement of Firewalls under this Section 13.5.4 15.8 for purposes of confirming compliance with the Firewalls, identifying any vulnerabilities or breaches and requiring Immatics ProQR (or its Affiliates) to promptly remediate any non-compliance identified by such audit. In connection with such audit, duly authorized representatives of ModernaLilly’s designated auditor may make an on-site visit to Immatics ProQR (or its Affiliate) for the purpose of conducting such audit. Moderna Lilly may conduct such audits from time to time as reasonably necessary to confirm Immatics’ ProQR’s compliance with such Firewall requirements no more than once per any [***] period or more frequently if Moderna Lilly reasonably believes at any time that Immatics ProQR is not in compliance with such Firewall requirements; provided that, that if the auditor identifies a breach of the Firewall, Moderna Lilly will be entitled to up to one [***] additional audit audits within the same [***] period to verify that appropriate action has been taken to remedy the breach of the Firewall. Any audits described under this Section 13.5.4 15.8.7 shall be conducted during Immatics’ ProQR’s regular business hours, for a duration only as reasonably necessary to confirm Immatics’ ProQR’s compliance with the applicable Firewall requirements, and shall not unreasonably interfere with or impede Immatics’ ProQR’s business operations. Moderna Lilly shall provide Immatics ProQR with written notice of such audit at least [***] prior to such requested audit (or such shorter period as may be designated by Moderna Lilly if Moderna Lilly reasonably believes at any time that Immatics ProQR is not in compliance with such Firewall requirements). All such audits shall be conducted at ModernaLilly’s cost and expense. If the auditor identifies any breach of the Firewall, Moderna or Lilly and/or the auditor will notify ImmaticsProQR, and Immatics ProQR will promptly (and will use reasonable efforts to ensure its Affiliates promptly) take all action necessary to remedy such breach, and will provide Moderna Lilly with reasonable assurance that such action has been taken, at Immatics’ ProQR’s sole expense.