Common use of Accounting Audit Clause in Contracts

Accounting Audit. Each Party agrees to keep full, clear, and accurate records in accordance with U.S. GAAP, consistently applied, for a period of at least [***] after the relevant payment is owed pursuant to this Agreement, setting forth Research Costs (including Eligible Co-Co Research Costs, RT Excess Costs, DT Moderna Excess Costs), Development Costs (including Eligible Development Costs), Medical Affairs Costs (including Eligible Medical Affairs Costs) Manufacturing Costs, Commercialization Costs, Other Operating Expenses, royalties, sales of the Products, and other amounts payable to the other Party hereunder in sufficient detail to enable amounts owed or payable to the other Party hereunder to be determined. Each Party further agrees to permit its books and records to be examined by an independent accounting firm selected by the other Party and reasonably acceptable to the audited Party to verify the accuracy of any of the foregoing; provided that such independent accounting firm is subject to written obligations of confidentiality and non-use applicable to each Party’s Confidential Information that are at least as stringent as those set forth described in Article 11 (Confidentiality). Such audit shall not be (a) performed more frequently than [***], (b) conducted for any Calendar Year more than [***] after the end of such year, or (c) repeated for any Calendar Year or with respect to the same set of records (unless a discrepancy with respect to such records is discovered during a prior audit). Such examination is to be made at the expense of the auditing Party, except in the event that the results of the audit reveal an underpayment or overcharge by the audited Party of [***] or more during the period being audited, in which case reasonable audit fees for such examination shall be paid by the audited Party. The underpaid Party shall be entitled to recover any shortfall in payments as determined by such audit, plus interest thereon, calculated in accordance with Section 7.15 (Default Interest). If such examination of records reveals any overpayment by a Party, then the other Party shall credit the amount overpaid against future amounts due to the other Party by the overpaying Party.

Accounting Audit. Each Party agrees to keep full, clear, and accurate records in accordance with U.S. GAAPthe Accounting Standards applicable to such Party, consistently applied, for a period of at least [***] three years after the relevant payment is owed pursuant to this Agreement, setting forth Research Costs (Development costs, including Eligible Co-Co Research Shared Development Costs, RT Excess CostsCOGS, DT Moderna Excess Costs), Development Costs (including Eligible Development Costs), Medical Affairs Costs (including Eligible Medical Affairs Costs) Manufacturing Costs, Commercialization Costs, Other Operating Expenses, royalties, and sales of the Products, and other amounts payable to the other Party hereunder Licensed Products in sufficient detail to enable amounts owed or payable to the other Party hereunder hereunder, to be determined. Each Party further agrees to permit its books and records to be examined by an independent accounting firm selected by the other auditing Party and reasonably acceptable to the audited Party to verify (a) with respect to Licensee’s right to audit, the accuracy Quarterly Reports and the reports provided for in Section 4.1.4 (Payment of Licensee R&D Cost Share), reports of any costs and expenses associated with any Additional Development performed by Akebia that Licensee [***] in accordance with Section 4.3.3 (Reimbursement for Additional Development), and COGS charged pursuant to Section 8.3 (Supply Agreements), and (b) with respect to Akebia’s right to audit, the reports provided for in Section 4.1.4 (Payment of the foregoing; provided Licensee R&D Cost Share) related to any [***] Costs, reports of any costs and expenses associated with any Additional Development performed by Licensee that Akebia [***] in accordance with Section 4.3.3 (Reimbursement for Additional Development), and royalty payments based on Net Sales (subject to such independent accounting firm is subject to firm’s written obligations of confidentiality and non-use applicable to each Party’s Confidential Information that are at least as stringent as those set forth described in Article 11 XIII (Confidentiality)). Such auditor will be bound by a legal agreement obligating it to maintain the confidentiality of such information. Such audit shall will not be (ai) performed more frequently than [***]once per calendar year, (bii) conducted for any Calendar Year calendar year more than [***] three years after the end of such year, or (ciii) repeated for any Calendar Year or with respect to the same set of records (unless a discrepancy with respect to such records is discovered during a prior audit)calendar year. Such examination is to be made at the expense of the auditing Party, except in the event that the results of the audit reveal an underpayment (or excess credit in the case of [***] Costs that may be credited pursuant to Section 4.1.3 (Development Cost Sharing) or overcharge in the case of COGS charged pursuant to Section 8.3 (Supply Agreements)) by the audited Party of [***] ]% or more during the period being audited, in which case reasonable audit fees for such examination shall will be paid by the audited Party. The underpaid Party shall be entitled to recover any shortfall in payments as determined by such audit, plus interest thereon, calculated in accordance with Section 7.15 (Default Interest). If such examination of records reveals any overpayment by a Party, then the other Party shall credit the amount overpaid against future amounts due to the other Party by the overpaying Party.

Accounting Audit. Each Party agrees to keep full, clear, and accurate records in accordance with U.S. GAAP, consistently appliedthe applicable Accounting Standard for such Party, for a period of at least [***] three years after the relevant payment is owed pursuant to this Agreement, setting forth Research Costs (including as applicable) Eligible Co-Co Research Global Development Costs, RT Excess Costs, DT Moderna Excess Costs), Development Costs (including Eligible Development Costs), Medical Affairs Costs (including Eligible Medical Affairs Costs) Manufacturing Costs, Commercialization Costs, Other Operating Expenses, royaltiesRoyalties, sales of the ProductsLicensed Products (including all calculations of Net Sales), and other amounts payable to the other Party hereunder hereunder, in each case, in sufficient detail to enable amounts owed or payable to the other Party hereunder to be determined. Each Party further agrees to permit its books and records to be examined by an independent accounting firm selected by the other auditing Party and reasonably acceptable to the audited Party to verify the accuracy of any of the foregoing; provided that such independent accounting firm is subject to written obligations of confidentiality and non-use applicable to each Party’s Confidential Information that are at least as stringent as those set forth described in Article 11 12 (Confidentiality). Such audit shall will not be (a) performed more frequently than [***]once per Calendar Year, (b) conducted for any Calendar Year more than [***] three years after the end of such year, or (c) repeated for any Calendar Year or with respect to the same set of records (unless a discrepancy with respect to such records is discovered during a prior audit). Such examination is to be made at the expense of the auditing Party, except in the event that the results of the audit reveal an underpayment underpayment, or overcharge in the case of Manufacturing Costs charged, by the audited Party of [***] ]% or more during the period being audited, in which case reasonable audit fees for such examination shall will be paid by the audited Party. The underpaid Party shall will be entitled to recover any shortfall in payments as determined by such audit, plus interest thereon, calculated in accordance with Section 7.15 9.12 (Default InterestLate Payments; Disputed Payments). If such examination of records reveals any overpayment by a Party, then the other Party shall will credit the amount overpaid against future amounts due to the other Party by the overpaying Party.

Accounting Audit. Each Party agrees to keep full, clear, clear and accurate records in accordance with the U.S. GAAP, GAAP (with respect to Akebia) and IFRS (with respect to Licensee) consistently applied, applied for a period of at least [***] three years after the relevant payment is owed pursuant to this Agreement, setting forth Research Costs (Development costs, including Eligible Co-Co Research Current Global Development Costs, RT Excess Shared Costs, DT Moderna Excess Costs), Development Costs (including Eligible Development Costs), Medical Affairs Costs (including Eligible Medical Affairs Costs) Manufacturing Costs, Commercialization Costs, Other Operating Expenses, royalties, and sales of the Products, and other amounts payable to the other Party hereunder Licensed Products in sufficient detail to enable payments based on Net Sales, and amounts owed or compensation payable to the other Party hereunder to be determined. Each Party further agrees to permit its books and records to be examined by an independent accounting firm selected by the other auditing Party and reasonably acceptable to the audited Party to verify the accuracy reports provided for in Section 4.1.5 (Payment of any of the foregoing; provided that Licensee R&D Cost Share) and Section 9.4 (Cost Share and Revenue Share) (subject to such independent accounting firm is subject to firm’s written obligations of confidentiality and non-use applicable to each PartyLicensee’s Confidential Information that are at least as stringent as those set forth described in Article 11 13 (Confidentiality) hereof). Such auditor will be bound by a legal agreement obligating it to maintain the confidentiality of such information. Such audit shall not be (a) performed more frequently than [***]once per calendar year, (b) conducted for any Calendar Year calendar year more than [***] three years after the end of such year, or (c) repeated for any Calendar Year or with respect to the same set of records (unless a discrepancy with respect to such records is discovered during a prior audit)calendar year. Such examination is to be made at the expense of the auditing Party, except in the event that the results of the audit reveal an underpayment or overcharge by the audited Party of [***] ]% or more during the period being audited, in which case reasonable audit fees for such examination shall be paid by the audited Party. The underpaid Party shall be entitled to recover any shortfall in payments as determined by such audit, plus interest thereon, calculated in accordance with Section 7.15 (Default Interest). If such examination of records reveals any overpayment by a Party, then the other Party shall credit the amount overpaid against future amounts due to the other Party by the overpaying Party.