Common use of Reporting and Reconciliation Clause in Contracts

Reporting and Reconciliation. Wherever possible and practicable, prior to any Funding Event any external Shared Development Costs incurred in accordance with the binding parts of the Development Budget shall initially be invoiced to and borne by Pfizer, but shall be subject to reimbursement in accordance with this Section 5.4.4. All other Shared Development Costs incurred in accordance with the binding parts of the Development Budget shall initially be borne by the Party incurring such costs and shall thereafter be subject to reimbursement in accordance with this Section 5.4.4. Each Party shall report to the other Party, within [***] after the end of each Pfizer US Quarter, the Shared Development Costs incurred by such Party during such Pfizer Quarter. Such report shall specify in reasonable detail all amounts included in such Shared Development Costs during such Pfizer Quarter (broken down by activity), and out-of-pocket costs shall be allocated to the extent possible to a specific activity in the applicable binding part of the Research and Development Plan. Each such report shall enable the receiving Party to compare the reported Shared Development Costs against the applicable binding part of the Development Budget previously approved by the JSC, on both a quarterly basis and a cumulative basis for each activity. The Parties shall seek to resolve any questions related to such accounting statements within [***] following receipt by each Party of the other Party’s report hereunder. Following such resolution, BioNTech shall prepare a reconciliation report for the Shared Development Costs for such Pfizer Quarter (including as against the binding parts of the Development Budget) and shall either (a) deliver an invoice to Pfizer for any amounts due to BioNTech as a result of reconciliation or (b) notify Pfizer that it should issue an invoice to BioNTech for any amounts due to Pfizer as a result of reconciliation. Any such invoice from BioNTech to Pfizer shall be payable within [***] from receipt by Pfizer. Prior to any Funding Event, any such invoice from Pfizer to BioNTech shall not be payable upon receipt, but shall be accounted as BioNTech Deferred Development Costs and shall be payable in accordance with the mechanism described in Section 5.4.2. Following any Funding Event, any such such invoice from Pfizer to BioNTech shall be payable within [***] from receipt by Pfizer.

Reporting and Reconciliation. Wherever possible and practicable, prior to any Funding Event any external Shared Development Costs incurred in accordance with After the binding parts end of the Development Budget shall initially be invoiced to and borne by PfizerDeferred Payment Period, but shall be subject to reimbursement in accordance with this Section 5.4.4. All other all Shared Development Costs incurred in accordance with the binding parts of the Development Budget shall initially be borne by the Party incurring such costs and shall thereafter be subject to reimbursement in accordance with this Section 5.4.44.4.4. Each Party shall report to the other Party, within [***] after the end of each Pfizer US Quarter, the Shared Development Costs incurred by such Party during such Pfizer Quarter. Such report shall specify in reasonable detail all amounts included in such Shared Development Costs during such Pfizer Quarter (broken down by activity), and out-of-pocket costs shall be allocated to the extent possible to a specific activity in the applicable binding part of the Research and Development Plan. Each such report shall enable the receiving Party to compare the reported Shared Development Costs against the applicable binding part of the Development Budget previously approved by the JSC, on both a quarterly basis and a cumulative basis for each activity. The Parties shall seek to resolve any questions related to such accounting statements within [***] following receipt by each Party of the other Party’s report hereunder. Following such resolution, BioNTech shall prepare a reconciliation report for the Shared Development Costs for such Pfizer Quarter (including as against the binding parts of the Development Budget) and shall either (a) deliver an invoice to Pfizer for any amounts due to BioNTech as a result of reconciliation or (b) notify Pfizer that it should issue an invoice to BioNTech for any amounts due to Pfizer as a result of reconciliation. Any such invoice from BioNTech to Pfizer shall be payable within [***] from receipt by Pfizer. Prior to any Funding Event, any such invoice from Pfizer to BioNTech shall not be payable upon receipt, but shall be accounted as BioNTech Deferred Development Costs and shall be payable in accordance with the mechanism described in Section 5.4.2. Following any Funding Event, any such Any such invoice from Pfizer to BioNTech shall be payable within [***] from receipt by Pfizer.

Reporting and Reconciliation. Wherever possible and practicable, prior to any Funding Event any external Shared Within [*] calendar days after the end of each calendar quarter during which activities are being performed under the Initial Development Costs incurred in accordance with the binding parts of Plan or the Development Budget shall initially be invoiced to and borne by PfizerPlan, but shall be subject to reimbursement in accordance with this Section 5.4.4. All other Shared Development Costs incurred in accordance with the binding parts of the Development Budget shall initially be borne by the Party incurring such costs and shall thereafter be subject to reimbursement in accordance with this Section 5.4.4. Each each Party shall report to the other Party, within [***] after the end of each Pfizer US Quarter, the Shared Development Costs incurred by such Party during such Pfizer Quarter. Such report shall specify in reasonable detail all amounts included in such Shared calendar quarter (each, an “Initial Development Costs during such Pfizer Quarter (broken down by activityCost Report”), and out-of-pocket costs shall be allocated in sufficient detail for Mylan to the extent possible to a specific activity in the applicable binding part of the Research and Development Plan. Each such report shall enable the receiving Party to compare the reported Shared track Revance’s Development Costs against the applicable binding part Initial Development Cap, and for each Party to track Development Costs against the Continued Development Cap. Without limiting Section 9.4 of the Agreement, each Party shall keep complete and accurate records of its Development Costs incurred in the performance of the Initial Development Plan or the Development Plan, as applicable, and such records shall be made available to the other Party to verify the Development Costs reported each quarter. Within [*] days of its receipt of Revance’s Initial Development Cost Report for each quarter, Mylan shall (a) reconcile each Party’s Initial Development Cost Report to (i) ensure that each Party is bearing fifty percent (50%) of the Development Budget previously approved Costs incurred by the JSC, on both a quarterly basis and a cumulative basis for each activity. The Parties shall seek to resolve any questions related to during such accounting statements within [***] following receipt by each Party of the other Party’s report hereunder. Following such resolution, BioNTech shall prepare a reconciliation report for the Shared Development Costs for such Pfizer Quarter (including as against the binding parts of the Development Budget) and shall either (a) deliver an invoice to Pfizer for any amounts due to BioNTech as a result of reconciliation or (b) notify Pfizer that it should issue an invoice to BioNTech for any amounts due to Pfizer as a result of reconciliation. Any such invoice from BioNTech to Pfizer shall be payable within [***] from receipt by Pfizer. Prior to any Funding Event, any such invoice from Pfizer to BioNTech shall not be payable upon receipt, but shall be accounted as BioNTech Deferred Development Costs and shall be payable quarter in accordance with the mechanism described Development Budget and (ii) review aggregate Development Costs incurred in Section 5.4.2accordance with the Initial Development Plan and the Development Budget against the Initial Development Cost Cap and the [*] = 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 Continued Development Cost Cap, respectively; and (b) issue a report setting forth (i) any payment owed by one Party to the other Party to ensure that each Party is bearing its agreed upon share of Development Costs (as set forth in Article 5), (ii) aggregate Development Costs incurred by the Parties in (1) the performance of the Initial Development Plan and (2) the performance of the Development Plan in accordance with the Development Budget (such report, the “Reconciliation Report”). Following any Funding EventIf the Reconciliation Report reveals that Mylan has paid more than its fifty percent (50%) share of Development Costs incurred in accordance with the Development Budget during such calendar quarter, any Mylan shall issue to Revance, together with the Reconciliation Report, an invoice in the amount necessary to ensure that each Party bears fifty percent (50%) of such Development Costs. If the Reconciliation Report reveals that Revance has paid more than its fifty percent (50%) share of Development Costs incurred in accordance with the Development Budget during such calendar quarter, Revance shall issue to Mylan, upon receipt of such Reconciliation Report, an invoice from Pfizer in the amount necessary to BioNTech ensure that each Party bears fifty percent (50%) of such Development Costs. Invoices issued pursuant to this paragraph 6 shall be payable paid within [***] from receipt by Pfizerdays of receipt.