Common use of Reporting and Reconciliation Clause in Contracts

Reporting and Reconciliation. Ablynx shall, within […***…] following the end of the first Research Term Year during the Research Program Term and thereafter […***…] following that date, deliver to Merck a written report detailing the number of FTEs actually utilized during said Research Term Year for the performance of Research Program activities under such Research Program, including a description of the activities performed (and Merck shall have the right to audit Ablynx’s records in connection therewith in accordance with Section 5.8, mutatis mutandis). […***…], then at the end of said Research Term Year, Ablynx shall invoice Merck for the additional FTEs actually utilized during said Research Term Year in accordance with the applicable FTE rate, and Merck shall pay the invoiced amount within […***…] from receipt of said invoice. For clarity, in no event shall Ablynx be entitled to receive payment for (and Ablynx shall be solely responsible for) any and all FTEs which are in excess of the number of FTEs authorized to be utilized to conduct the Research Program activities during such period as set forth in the applicable Work Plans.