Common use of R&D Funding Audit Rights Clause in Contracts

R&D Funding Audit Rights. ARCHEMIX shall keep complete and accurate books and financial records pertaining to the number of FTEs utilized in conducting ARCHEMIX Research Activities and/or ARCHEMIX Additional Activities, if any, which books and financial records shall be kept in accordance with GAAP and shall be retained by ARCHEMIX for [***] years after the end of the Fiscal Year to which they pertain. Upon [***] days written notice, TAKEDA shall have the right to appoint at its expense an independent 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 406 of the Securities Act. certified public accountant reasonably acceptable to ARCHEMIX to audit the financial records of ARCHEMIX relating to the number of FTEs utilized in conducting the Research Program and/or ARCHEMIX Additional Activities during any Fiscal Year; provided, that, TAKEDA shall not have the right to audit any Fiscal Year more than [***] or more than [***] after the end of such Fiscal Year or to conduct more than [***] such audit in any [***] period. All financial records made available for audit shall be deemed to be Confidential Information of ARCHEMIX. The results of each audit, if any, shall be reported in writing to both Parties promptly (but in no event later than [***] days) after the audit and shall be binding on both Parties. In the event that there was an error relating to the reported FTEs utilized in conducting the Research Program and/or ARCHEMIX Additional Activities during any Fiscal Year, (a) if the effect of the error resulted in an overpayment by TAKEDA, ARCHEMIX shall promptly (but in any event no later than [***] days after ARCHEMIX’ receipt of the report so concluding), make payment to TAKEDA of the overpayment and (b) if the effect of the error resulted in an underpayment by TAKEDA, then TAKEDA shall promptly (but in no event later than [***] days after TAKEDA’s receipt of the report so concluding) make payment to ARCHEMIX of the underpayment amount. TAKEDA shall bear the full cost of such audit unless such audit discloses an over reporting by ARCHEMIX of more than [***] percent ([***]%) of the aggregate amount of FTE Costs reportable in any Fiscal Year, in which case ARCHEMIX shall reimburse TAKEDA for all reasonable costs incurred by TAKEDA in connection with such audit.

R&D Funding Audit Rights. ARCHEMIX shall keep complete and accurate books and financial records pertaining to the number of FTEs utilized in conducting the Research Program and the ARCHEMIX Research Activities and/or ARCHEMIX Additional Development Activities, if any, which books and financial records shall be kept in accordance with GAAP and shall be retained by ARCHEMIX for until [***] years after the end of the Fiscal Contract Year to which they pertain. Upon [***] days written notice, TAKEDA MERCK shall have the right to appoint at its expense an independent 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 406 of the Securities Act. certified public accountant reasonably acceptable to ARCHEMIX to audit the books and financial records of ARCHEMIX relating to the number of FTEs utilized in conducting the Research Program and/or and the ARCHEMIX Additional Development Activities during any Fiscal Contract Year; provided, that, TAKEDA MERCK shall not have the right to audit any Fiscal Contract Year more than [***] once or more than [***] years after the end of such Fiscal Contract Year or to conduct more than [***] one such audit in any [***] period. All books and financial records made available for audit shall be deemed to be Confidential Information of ARCHEMIX. The results of each audit, if any, shall be reported in writing to both Parties promptly (but in no event later than [***] days) after the audit and shall be binding on both Parties. In the event that there was an error relating to the reported FTEs utilized in conducting the Research Program and/or the ARCHEMIX Additional Development Activities during any Fiscal such Contract Year, (a) if the effect of the error resulted in an overpayment by TAKEDAMERCK, ARCHEMIX shall promptly (but in any event no later than [***] days days) after ARCHEMIX’ receipt of the report so concluding), make payment to TAKEDA MERCK of the overpayment and (b) if the effect of the error resulted in an underpayment by TAKEDAMERCK, then TAKEDA MERCK shall promptly (but in no event later than [***] days after TAKEDAMERCK’s receipt of the report so concluding) make payment to ARCHEMIX of the underpayment amount. TAKEDA MERCK shall bear the full cost of such audit unless such audit discloses an over reporting by ARCHEMIX of more than [***] percent ([***]%) of the aggregate amount of FTE Costs reportable in any Fiscal Calendar Year, in which case ARCHEMIX shall reimburse TAKEDA MERCK for all reasonable costs incurred by TAKEDA MERCK in connection with such audit.

R&D Funding Audit Rights. ARCHEMIX shall keep complete and accurate books and financial records pertaining to the number of FTEs utilized in conducting the Research Program and the ARCHEMIX Research Development Activities and/or ARCHEMIX Additional Activities, if anyand details of the activities performed by such FTEs, which books and financial records shall be kept in accordance with GAAP contain sufficient detail to allow confirmation of same by the JPT, the JMC and ELAN and shall be retained by ARCHEMIX for [***] years after the end of the Fiscal Year to which they pertain. Upon [***] days written notice, TAKEDA shall have the right to appoint at its expense an independent 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 406 of the Securities Act. ARCHEMIX until [***] Calendar Years after the end of the Contract Year to which they pertain. ELAN shall have the right to appoint at its expense an independent certified public accountant reasonably acceptable to ARCHEMIX to audit audit, upon [***] days written notice, the books and financial records of ARCHEMIX relating to the number of FTEs utilized in conducting the Research Program and/or the ARCHEMIX Additional Activities Development Activities, and their activities, during any Fiscal YearQuarter(s); provided, that, TAKEDA ELAN shall not have the right to audit any Fiscal Year Quarter with respect to each of the Research Program and the ARCHEMIX Development Activities more than [***] or more than [***] after the end of such Fiscal Year or to conduct more than [***] such audit in any [***] periodonce. All books and financial records made available for such audit shall be deemed to be Confidential Information of ARCHEMIX. The results of each audit, if any, shall be reported in writing to both Parties promptly (but in no event later than [***] days) after the audit and shall be binding on both Parties. In the event that there was an error relating to the reported FTEs utilized in conducting the Research Program and/or the ARCHEMIX Additional Activities during any Fiscal YearDevelopment Activities, (a) if the effect of the error resulted in an overpayment by TAKEDAELAN, ARCHEMIX shall promptly (but in any event no later than [***] days days) after ARCHEMIX’ receipt of the report so concluding), make payment to TAKEDA ELAN of the overpayment and (b) if the effect of the error resulted in an underpayment by TAKEDAELAN, then TAKEDA ELAN shall promptly (but in no event later than [***] days after TAKEDAELAN’s receipt of the report so concluding) make payment to ARCHEMIX of the underpayment amount. TAKEDA ELAN shall bear the full cost of such audit unless such audit discloses an over reporting by ARCHEMIX of more than [***] percent ([***]%) of the aggregate amount of FTE Costs reportable in any Fiscal YearQuarter, in which case ARCHEMIX shall reimburse TAKEDA ELAN for all reasonable costs incurred by TAKEDA ELAN in connection with such audit.

R&D Funding Audit Rights. ARCHEMIX shall keep complete and accurate books and financial records pertaining to the number of FTEs utilized in conducting the Technology Transfer Activities, the ARCHEMIX Research Activities and/or and the ARCHEMIX Additional Activities, if any, which books and financial records shall be kept in accordance with GAAP and shall be retained by ARCHEMIX for [***] years after the end of the Fiscal Year to which they pertain. Upon [***] days written notice, TAKEDA shall have the right to appoint at its expense an independent 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 406 of the Securities Act. Development Activities other than Development activities with respect to Co-Developed Collaboration Aptamers, if any, which books and financial records shall be kept in accordance with GAAP and shall be retained by ARCHEMIX until [***] years after the end of the Contract Year to which they pertain. Upon [***] days written notice, MERCK shall have the right to appoint at its expense an independent certified public accountant reasonably acceptable to ARCHEMIX to audit the books and financial records of ARCHEMIX relating to the number of FTEs utilized in conducting the Technology Transfer Activities, the ARCHEMIX Research Program and/or Activities and the ARCHEMIX Additional Development Activities other than Development activities with respect to Co-Developed Collaboration Aptamers during any Fiscal Contract Year; provided, that, TAKEDA MERCK shall not have the right to audit any Fiscal Contract Year more than [***] once or more than [***] years after the end of such Fiscal Contract Year or to conduct more than [***] one such audit in any [***] period. All books and financial records made available for audit shall be deemed to be Confidential Information of ARCHEMIX. The results of each audit, if any, shall be reported in writing to both Parties promptly (but in no event later than [***] days) after the audit and shall be binding on both Parties. In the event that there was an error relating to the reported FTEs utilized in conducting the Technology Transfer Activities, the ARCHEMIX Research Program Activities and/or the ARCHEMIX Additional Development Activities other than Development activities with respect to Co-Developed Collaboration Aptamers during any Fiscal such Contract Year, (a) if the effect of the error resulted in an overpayment by TAKEDAMERCK, ARCHEMIX shall promptly (but in any event no later than [***] days days) after ARCHEMIX’ receipt of the report so concluding), make payment to TAKEDA MERCK of the overpayment and (b) if the effect of the error resulted in an underpayment by TAKEDAMERCK, then TAKEDA MERCK shall promptly (but in no event later than [***] days after TAKEDAMERCK’s receipt of the report so concluding) make payment to ARCHEMIX of the underpayment amount. TAKEDA MERCK shall bear the full cost of such audit unless such audit discloses an over reporting by ARCHEMIX of more than [***] percent ([***]%) of the aggregate amount of FTE Costs reportable in any Fiscal YearCalendar Year in conducting the Technology Transfer Activities, the ARCHEMIX Research Activities and the ARCHEMIX Development Activities other than Development activities with respect to Co-Developed Collaboration Aptamers, in which case ARCHEMIX shall reimburse TAKEDA MERCK for all reasonable costs incurred by TAKEDA MERCK in connection with such audit.