Common use of QA Audit Clause in Contracts

QA Audit. During the Term, Dynavax will permit Symphony Dynamo’s representatives, such representatives to be identified by Symphony Dynamo in advance and reasonably acceptable to Dynavax, to examine and audit the work performed by Dynavax hereunder and the Dynavax facilities at which such work is conducted to determine that the project assignment is being conducted in accordance with the agreed upon services (“QA Audits”) during regular business hours. Symphony Dynamo shall give Dynavax reasonable advance notice of such QA Audits specifying the scope of the audit. Symphony Dynamo shall reimburse Dynavax for its time associated with QA Audits; provided, however, that should a particular QA Audit reveal a material deficiency in the work performed, then Symphony Dynamo will not be responsible for costs associated with such QA Audit, the work to be re-performed or the costs or expenses associated with curing any material deficiencies. Symphony [ * ] = 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. Amended and Restated R&D Agreement Dynamo and 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 audits including defining material deficiencies to be addressed. Dynavax shall make commercially reasonable efforts to reconcile all such deficiencies found by Symphony Dynamo during such QA Audit.

QA Audit. During the Term, Dynavax the Company will permit the Symphony DynamoCollaboration’s representatives, representatives (such representatives (i) to be identified by the Symphony Dynamo Collaboration in advance and reasonably acceptable to Dynavax, the Company and (ii) to enter into a confidentiality agreement with the Company) to examine and audit audit, during regular business hours, the work performed by Dynavax the Company hereunder and the Dynavax Company facilities at which such work is conducted to determine that the project assignment is Company Obligations are being conducted in accordance with the agreed upon services terms of the Agreement, the Development Plan and the Development Budget (“QA Audits”) during regular business hours). The Symphony Dynamo Collaboration shall give Dynavax 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. Symphony Dynamo shall reimburse Dynavax for its time associated with QA Audits; provided, however, that should If a particular QA Audit reveal reveals a material deficiency in the work performedCompany’s quality assurance procedures, then Symphony Dynamo the Company 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 or and the costs or expenses associated with curing any such material deficiencies. The Symphony [ * ] = 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. Amended Collaboration and Restated R&D Agreement Dynamo and Dynavax 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 audits QA Audit including defining material deficiencies to be addressed. Dynavax The Company shall make commercially reasonable efforts to reconcile all such deficiencies found by the Symphony Dynamo Collaboration during such QA Audit.

QA Audit. During the Term, Dynavax Exelixis will permit Symphony DynamoEvolution’s representatives, such representatives to be identified by Symphony Dynamo Evolution in advance and reasonably acceptable to DynavaxExelixis, to examine and audit the work performed by Dynavax Exelixis hereunder and the Dynavax Exelixis facilities at which such work is conducted to determine that the project assignment is being conducted in accordance with the agreed upon services (“QA Audits”) ), which review will last no more than eight (8) hours during regular business hourshours 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. Symphony Dynamo Evolution shall give Dynavax Exelixis reasonable advance notice of such QA Audits specifying the scope of the audit, which shall not include work that has previously undergone QA Audits. Symphony Dynamo Evolution shall reimburse Dynavax Exelixis for its time associated with QA Audits; provided, however, that should a particular QA Audit reveal a material deficiency in the work performed, then Symphony Dynamo Evolution will not be responsible for costs associated with such QA Audit, the work to be re-performed or the costs or expenses associated with curing any material deficiencies. Symphony [ * ] = 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. Amended Evolution and Restated R&D Agreement Dynamo and Dynavax 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 audits including defining material deficiencies to be addressed. Dynavax Exelixis shall make commercially reasonable efforts to reconcile all such deficiencies found by Symphony Dynamo Evolution during such QA Audit.

QA Audit. During the Term, Dynavax Lexicon will permit Symphony DynamoIcon’s representatives, representatives (such representatives to be identified by Symphony Dynamo Icon in advance and reasonably acceptable to Dynavax, Lexicon and to enter into a confidentiality agreement with Lexicon) to examine and audit audit, during regular business hours, the work performed by Dynavax Lexicon hereunder and the Dynavax Lexicon facilities at which such work is conducted to determine that the project assignment is Lexicon Obligations are being conducted in accordance with the agreed upon services terms of the Agreement, the Development Plan and the Development Budget (“QA Audits”) during regular business hours). Symphony Dynamo Icon shall give Dynavax Lexicon reasonable advance notice of such QA Audits specifying the scope of the audit. Symphony Dynamo Icon shall reimburse Dynavax Lexicon for its time associated with QA Audits; provided, however, that should a particular QA Audit reveal a material deficiency in the work performedLexicon’s quality assurance procedures, then Symphony Dynamo Lexicon will not be responsible for all costs of such QA Audit, including Symphony Icon’s reasonable costs associated with such QA Audit, the work to be re-performed or and the costs or expenses associated with curing any such material deficiencies. Symphony [ * ] = 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 AMENDEDIcon and Lexicon Confidential materials omitted and filed separately with the Securities and Exchange Commission. Amended and Restated R&D Agreement Dynamo and Dynavax Asterisks denote omissions. 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 audits QA Audit including defining material deficiencies to be addressed. Dynavax Lexicon shall make commercially reasonable efforts to reconcile all such deficiencies found by Symphony Dynamo Icon during such QA Audit.