Common use of QA Audit Clause in Contracts

QA Audit. During the Term, the Company will permit the Symphony Collaboration’s representatives (such representatives (i) to be identified by the Symphony Collaboration in advance and reasonably acceptable to the Company and (ii) to enter into a confidentiality agreement with the Company) to examine and audit, during regular business hours, the work performed by the Company hereunder and the Company facilities at which such work is conducted to determine that the Company Obligations are being conducted in accordance with the terms of the Agreement, the Development Plan and the Development Budget (“QA Audits”). The Symphony Collaboration shall give the Company reasonable advance notice of such QA Audits Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. specifying the scope of the audit. If a particular QA Audit reveals a material deficiency in the Company’s quality assurance procedures, then the Company will be responsible for all costs of such QA Audit, including the Symphony Collaboration’s reasonable costs associated with such QA Audit, the work to be re-performed and the costs or expenses associated with curing such material deficiencies. The Symphony Collaboration and the Company shall meet to discuss the results of the QA Audit and, if required, jointly agree upon any actions that will be required as a result of such QA Audit including defining material deficiencies to be addressed. The Company shall make commercially reasonable efforts to reconcile all such deficiencies found by the Symphony Collaboration during such QA Audit.

QA Audit. During the Term, the Company Alexza will permit the Symphony CollaborationAllegro’s representatives (such representatives (i) to be identified by the Symphony Collaboration Allegro in advance and reasonably acceptable to the Company Alexza and (ii) to enter into a confidentiality agreement with the CompanyAlexza) to examine and audit, during regular business hours, the work performed by the Company Alexza hereunder and the Company Alexza facilities at which such work is conducted to determine that the Company Obligations are project assignment is being conducted in accordance with the terms of the Agreement, the Development Plan and the Development Budget agreed upon services (“QA Audits”). The Symphony Collaboration Allegro shall give the Company Alexza reasonable advance notice of such QA Audits Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. specifying the scope of the audit. If Symphony Allegro shall reimburse Alexza for its time associated with QA Audits; provided, however, that should a particular QA Audit reveals reveal a material deficiency in the CompanyAlexza’s quality assurance procedures, then the Company Alexza will be responsible for all costs of such QA Audit, including the Symphony CollaborationAllegro’s reasonable costs associated with such QA Audit, the work to be re-performed and the costs or expenses associated with curing such material deficiencies. The Symphony Collaboration Allegro and the Company Alexza shall meet to discuss the results of the QA Audit and, if required, jointly agree upon any actions that will be required as a result of such QA Audit including defining material deficiencies to be addressed. The Company Alexza shall make commercially reasonable efforts to reconcile all such deficiencies found by the Symphony Collaboration Allegro during such QA Audit.

QA Audit. During the Term, the Company Dynavax will permit the Symphony CollaborationDynamo’s representatives (representatives, such representatives (i) to be identified by the Symphony Collaboration Dynamo in advance and reasonably acceptable to the Company and (ii) to enter into a confidentiality agreement with the Company) Dynavax, to examine and audit, during regular business hours, audit the work performed by the Company Dynavax hereunder and the Company Dynavax facilities at which such work is conducted to determine that the Company Obligations are project assignment is being conducted in accordance with the terms of the Agreement, the Development Plan and the Development Budget agreed upon services (“QA Audits”)) during regular business hours. The Symphony Collaboration Dynamo shall give the Company Dynavax reasonable advance notice of such QA Audits Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. specifying the scope of the audit. If Symphony Dynamo shall reimburse Dynavax for its time associated with QA Audits; provided, however, that should a particular QA Audit reveals reveal a material deficiency in the Company’s quality assurance procedureswork performed, then the Company Symphony Dynamo will not be responsible for all costs of such QA Audit, including the Symphony Collaboration’s reasonable costs associated with such QA Audit, the work to be re-performed and or the costs or expenses associated with curing such any material deficiencies. The Symphony Collaboration [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Dynamo and the Company Dynavax shall meet to discuss the results of the QA Audit and, if required, jointly agree upon any actions that will be required as a result of such QA Audit audits including defining material deficiencies to be addressed. The Company Dynavax shall make commercially reasonable efforts to reconcile all such deficiencies found by the Symphony Collaboration Dynamo during such QA Audit.

QA Audit. During the Term, the Company Exelixis will permit the Symphony CollaborationEvolution’s representatives (representatives, such representatives (i) to be identified by the Symphony Collaboration Evolution in advance and reasonably acceptable to the Company and (ii) Exelixis, to enter into a confidentiality agreement with the Company) to examine and audit, during regular business hours, audit the work performed by the Company Exelixis hereunder and the Company Exelixis facilities at which such work is conducted to determine that the Company Obligations are project assignment is being conducted in accordance with the terms of the Agreement, the Development Plan and the Development Budget agreed upon services (“QA Audits”), which review will last no more than eight (8) hours during regular business hours and will take place no more than once per year unless (i) there are significant changes to Exelixis’ Standard Operating Procedures, which may require additional QA Audits or (ii) the Development Committee determines additional QA Audits are necessary. The Symphony Collaboration Evolution shall give the Company Exelixis reasonable advance notice of such QA Audits Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. specifying the scope of the audit, which shall not include work that has previously undergone QA Audits. If Symphony Evolution shall reimburse Exelixis for its time associated with QA Audits; provided, however, that should a particular QA Audit reveals reveal a material deficiency in the Company’s quality assurance procedureswork performed, then the Company Symphony Evolution will not be responsible for all costs of such QA Audit, including the Symphony Collaboration’s reasonable costs associated with such QA Audit, the work to be re-performed and or the costs or expenses associated with curing such any material deficiencies. The Symphony Collaboration Evolution and the Company Exelixis shall meet to discuss the results of the QA Audit and, if required, jointly agree upon any actions that will be required as a result of such QA Audit audits including defining material deficiencies to be addressed. The Company Exelixis shall make commercially reasonable efforts to reconcile all such deficiencies found by the Symphony Collaboration Evolution during such QA Audit.

QA Audit. During the Term, the Company Lexicon will permit the Symphony CollaborationIcon’s representatives (such representatives (i) to be identified by the Symphony Collaboration Icon in advance and reasonably acceptable to the Company Lexicon and (ii) to enter into a confidentiality agreement with the CompanyLexicon) to examine and audit, during regular business hours, the work performed by the Company Lexicon hereunder and the Company Lexicon facilities at which such work is conducted to determine that the Company Lexicon Obligations are being conducted in accordance with the terms of the Agreement, the Development Plan and the Development Budget (“QA Audits”). The Symphony Collaboration Icon shall give the Company Lexicon reasonable advance notice of such QA Audits Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. specifying the scope of the audit. If Symphony Icon shall reimburse Lexicon for its time associated with QA Audits; provided, however, that should a particular QA Audit reveals reveal a material deficiency in the CompanyLexicon’s quality assurance procedures, then the Company Lexicon will be responsible for all costs of such QA Audit, including the Symphony CollaborationIcon’s reasonable costs associated with such QA Audit, the work to be re-performed and the costs or expenses associated with curing such material deficiencies. The Symphony Collaboration Icon and the Company Lexicon shall meet to discuss the results of the QA Audit and, if required, jointly agree upon any actions that will be required as a result of such QA Audit including defining material deficiencies to be addressed. The Company Lexicon shall make commercially reasonable efforts to reconcile all such deficiencies found by the Symphony Collaboration Icon during such QA Audit.