Common use of Audits and Interim Reviews Clause in Contracts

Audits and Interim Reviews. Either Party shall have the right to request that a nationally recognized, independent accounting firm perform an audit or interim review of the other Party’s books and records as they relate to activities under this Agreement in order to express an opinion regarding such Party’s accounting for revenues, costs and expenses under this Agreement. Such audits or review will be conducted at the expense of the requesting Party. Upon [*] prior written notice from a Party (the “Auditing Party”), the other Party (the “Audited Party”) shall permit the mutually agreed upon independent accounting firm to examine the relevant books and records of the Audited Party and its Affiliates as may be reasonably necessary to verify the reports and information submitted by the Audited Party and the accuracy of any Reconciliation Statement. An examination by a Party under this Section shall [*] and shall be limited to the pertinent books and records for any calendar year ending not more than [*] before the date of the request. The accounting firm shall be provided access to such books and records at the Audited Party’s facility(ies) and/or the facilities of its Affiliates or sublicensees where such books and records are normally kept and such examination shall be conducted during the Audited Party’s normal business hours. The Audited Party may require the accounting firm to sign a standard non-disclosure agreement with terms that are not inconsistent with the terms of the Agreement before providing the accounting firm access to the Audited Party’s facilities or records. Upon completion of the audit, the accounting firm shall provide both Biogen Idec and Portola a written report disclosing whether the reports submitted by the Audited Party are correct or incorrect and the specific details and supporting analysis for any discrepancies. No other information shall be provided to the Auditing Party. If the accounting firm determines that, based on errors in the reports so submitted, any report prepared in accordance with the Agreement is incorrect, the Parties shall promptly revise the report and the associated Reconciliation Statement and any additional amount owed by one Party to the other shall be paid within [*] after receipt of the accountant’s report, along with interest at the lesser of (i) the annualized interest rate at [*] or (ii) the highest rate permitted by applicable law from the date that such additional amount should have first been paid; provided, however, that [*]. Additionally, if the accountant determines that the reports submitted by the Audited Party overstate the Audited Party’s share by more than [*], the Audited Party shall reimburse the Auditing Party for the expenses incurred by the Auditing Party in conducting the audit. Notwithstanding anything to the contrary herein, the Parties shall coordinate with their Affiliates such that [*] with respect to the development, manufacturing, commercialization or other use of [*] = 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 406 of the Securities Act of 1933, as amended. the Product under any written agreement between the Parties and/or their Affiliates relating to the Product. In the event of any sublicense or transfer of rights with respect to Products by a Party under this Agreement, the sublicensor or transferor shall provide for audit rights by the other Party to this Agreement.

Audits and Interim Reviews. Either Party shall have the right to request that a nationally recognized, independent accounting firm to be mutually agreed upon by the Parties and that is not either Party’s independent accounting firm perform an audit or interim review of the other Party’s books and records as they relate to *Certain information on this page has been omitted and filed separately with the commission. Confidential treatment has been requested with respect to the omitted portions. activities under this Agreement in order to express an opinion regarding such Party’s accounting for revenues, costs and expenses under this Agreement. Such audits or review will be conducted at the expense of the requesting Party. Either Party shall have the right to request that a nationally recognized, independent accounting firm to be mutually agreed upon by the Parties and that is not either Party’s independent accounting firm perform an audit of the other Party’s books of accounts for the sole purpose of verifying compliance with the Agreement and the Transaction Agreements. Upon [****] prior written notice from a Party (the “Auditing Party”), the other Party (the “Audited Party”) shall permit the mutually agreed upon independent accounting firm to examine the relevant books and records of the Audited Party and its Affiliates as may be reasonably necessary to verify the reports and information submitted by the Audited Party and the accuracy of any Reconciliation Statement. An examination by a Party under this Section shall occur not more than [****] and shall be limited to the pertinent books and records for any calendar year ending not more than [****] before the date of the request. The accounting firm shall be provided access to such books and records at the Audited Party’s facility(ies) and/or the facilities of its Affiliates or sublicensees where such books and records are normally kept and such examination shall be conducted during the Audited Party’s normal business hours. The Audited Party may require the accounting firm to sign a standard non-disclosure agreement with terms that are not inconsistent with the terms of the Agreement before providing the accounting firm access to the Audited Party’s facilities or records. Upon completion of the audit, the accounting firm shall provide both Biogen Idec and Portola PDL a written report disclosing whether the reports submitted by the Audited Party are correct or incorrect and the specific details and supporting analysis for any discrepancies. No other information shall be provided to the Auditing Party. If the accounting firm determines that, based on errors in the reports so submitted, any report prepared in accordance with the Agreement is incorrect, the Parties shall promptly revise the report and the associated Reconciliation Statement and any additional amount owed by one Party to the other shall be paid within [****] after receipt of the accountant’s report, along with interest at the lesser of (i) the annualized interest rate at [****] or (ii) the highest rate permitted by applicable law from the date that such additional amount should have first been paid; provided, however, that [*]no such interest shall be payable if the errors leading to the Reconciliation Statement being incorrect were in the reports provided by the Party to receive such additional amount. Additionally, if the accountant determines that the reports submitted by the Audited Party overstate the Audited Party’s share by more than [****], the Audited Party shall reimburse the Auditing Party for the expenses incurred by the Auditing Party in conducting the audit. Notwithstanding anything to the contrary herein, the Parties shall coordinate with their Affiliates such that not more than [****] audit of a Party and its Affiliates as a whole, shall be performed in any given calendar year with respect to the *Certain information on this page has been omitted and filed separately with the commission. Confidential treatment has been requested with respect to the omitted portions. 103 development, manufacturing, commercialization or other use of [*] = 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 406 of the Securities Act of 1933, as amended. the Collaboration Product under any written agreement between the Parties and/or their Affiliates relating to the Collaboration Product. In the event of any sublicense or transfer of rights with respect to Collaboration Products by a Party under this Agreement, the sublicensor or transferor shall provide for audit rights by the other Party to this Agreement.Agreement in accordance with this Section A.4 of this Exhibit C.

Audits and Interim Reviews. Either Party shall have the right to request that a nationally recognized, independent accounting firm to be mutually agreed upon by the Parties and that is not either Party's independent accounting firm perform an audit or interim review of the other Party’s 's books and records as they relate to activities under this Agreement the collaboration in order to express an opinion regarding such Party’s 's compliance with generally accepted accounting for revenues, costs and expenses under this Agreementprinciples. Such audits or review will be conducted at the expense of the requesting Party. Either Party shall have the right to request that a nationally recognized, independent accounting firm to be mutually agreed upon by the Parties and that is not either Party's independent accounting firm perform an audit of the other Party's books of accounts for the sole purpose of verifying compliance with the Agreement. Upon [*] thirty (30) days prior written notice from a Party (the “"Auditing Party”"), the other Party (the “"Audited Party”") shall permit the an independent certified public accounting firm of nationally recognized standing to be mutually agreed upon by the Parties and that is not either Party's independent accounting firm firm, to examine the relevant books and records of the Audited Party and its Affiliates as may be reasonably necessary to verify the reports and information submitted by the Audited Party and the accuracy of any Reconciliation Statementreconciliation report. An examination by a Party under this Section shall [*] occur not more than once in any calendar year and shall be limited to the pertinent books and records for any calendar year ending not more than [*] ** before the date of the request. The accounting CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS (*) DENOTE SUCH OMISSIONS. firm shall be provided access to such books and records at the Audited Party’s 's facility(ies) and/or the facilities of its Affiliates or sublicensees where such books and records are normally kept and such examination shall be conducted during the Audited Party’s 's normal business hours. The Audited Party may require the accounting firm to sign a standard non-disclosure agreement with terms that are not inconsistent with the terms of the this Agreement before providing the accounting firm access to the Audited Party’s 's facilities or records. Upon completion of the audit, the accounting firm shall provide both Biogen Idec and Portola Elan a written report disclosing whether the reports submitted by the Audited Party are correct or incorrect and the specific details and supporting analysis for concerning any discrepancies. No other information shall be provided to the Auditing Party. If the accounting firm accountant determines that, based on errors in the reports so submitted, any report prepared in accordance with the Agreement is incorrect, the Parties shall promptly revise the report and the associated Reconciliation Statement reconciliation report and any additional amount owed by one Party to the other shall be paid within [*] thirty (30) days after receipt of the accountant’s 's report, along with interest at the lesser of (i) the annualized interest rate of two percent (2%) over the prime rate then in effect at [*] Fleet Bank or (ii) the highest rate permitted by applicable law from the date that such additional amount should have first been paid; , provided, however, that [*]no such interest shall be payable if the errors leading to the reconciliation report being incorrect were in the reports provided by the Party to receive such additional amount. Additionally, if the accountant determines that the reports submitted by the Audited Party overstate the Audited Party’s 's share by more than [*]** , the Audited Party shall reimburse the Auditing Party for the expenses incurred by the Auditing Party in conducting the audit. Notwithstanding anything to the contrary herein, the Parties shall coordinate with their Affiliates such that [*] with respect to the development, manufacturing, commercialization or other use of [*] = 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 406 of the Securities Act of 1933, as amended. the Product under any written agreement between the Parties and/or their Affiliates relating to the Product. In the event of any sublicense or transfer of rights with respect to Products by a Party under this Agreement, the sublicensor or transferor shall provide for audit rights by the other Party to this Agreement.

Audits and Interim Reviews. Each Party will maintain accurate books and records regarding Program Costs, Fully-Absorbed Cost of Goods, External Sales & Marketing Expenses, Internal Sales & Marketing Expenses, External Development Expenses, and Internal Development Expenses, Net Revenues and Net Sales, as applicable, sufficient to enable the calculation of amounts payable hereunder to be verified, and will retain such books and records for each quarterly period for three (3) years after submission of the corresponding report pursuant to this Agreement. Either Party shall will have the right to request that a nationally recognized, an independent accounting firm certified public accountant selected by it (but excluding its own accountant) and reasonably acceptable to the other Party perform an audit, not more than once in any four (4) consecutive Calendar Quarters during the Term, but including one post-termination audit and, if any such audit results in a material restatement of records (i.e., a discrepancy of 5% or interim review more for any calendar year), such Party will be permitted an additional examination within such four (4) quarter period, of the other Party’s books and records as they relate to activities under this Agreement in order to express an opinion regarding such Party’s accounting of accounts covering the preceding three (3) year period for revenues, costs and expenses under the sole purpose of verifying compliance with the payment provisions of this Agreement. Such audits or review will be conducted at the expense of the requesting PartyParty at reasonable times during regular business hours and upon at least twenty (20) business days’ prior notice. Upon [*] prior written notice from a Party Audit results will be shared with both Parties, subject to Article 12 (the “Auditing Party”Confidentiality), the other Party (the “Audited Party”) shall permit the mutually agreed upon independent accounting firm to examine the relevant books and records of the Audited Party and its Affiliates as may be reasonably necessary to verify the reports and information submitted by the Audited Party and the accuracy of any Reconciliation Statement. An examination by a Party under this Section shall [*] and shall be limited to the pertinent books and records for any calendar year ending not more than [*] before the date of the request. The accounting firm shall be provided access to such books and records at the Audited Party’s facility(ies) and/or the facilities of its Affiliates or sublicensees where such books and records are normally kept and such examination shall be conducted during the Audited Party’s normal business hours. The Audited Party may require the accounting firm to sign a standard non-disclosure agreement with terms that are not inconsistent with the terms of the Agreement before providing the accounting firm access to the Audited Party’s facilities or records. Upon completion of the audit, the accounting firm shall provide both Biogen Idec and Portola a written report disclosing whether the reports submitted by the Audited Party are correct or incorrect and the specific details and supporting analysis for any discrepancies. No other information shall be provided to the Auditing Party. If the accounting firm determines that, based on errors in the reports so submitted, any report prepared in accordance with the Agreement is incorrect, the Parties shall promptly revise the report and the associated Reconciliation Statement and any additional amount owed by one Party to the other shall be paid within [*] after receipt of the accountant’s report, along with interest at the lesser of (i) the annualized interest rate at [*] or (ii) the highest rate permitted by applicable law from the date that such additional amount should have first been paid; provided, however, that the accounting firm may not disclose copies of the audited Party’s books of accounts (or excerpts thereof) to the other Party. Any accounting firm conducting such an audit will enter into a confidentiality agreement with both Parties containing restrictions substantially similar to the confidentiality provisions of Article 12 (Confidentiality) limiting the disclosure and use of information contained in such books and records for the purposes expressly permitted by this Section 8.8. Any inspection or audit pursuant to this Section 8.8 will be at the expense of the Party initiating the audit; provided, however, that if the Party’s accountants reasonably determine that Net Profits or Net Revenues have been understated or Program Costs (including associated labor costs, reimbursable costs and expenses) or Fully-Absorbed Cost of Goods, External Sales & Marketing Expenses, Internal Sales & Marketing Expenses, External Development Expenses, and Internal Development Expenses have been overstated by an amount equal to or greater than five percent (5%), for any calendar year, the audited Party will pay the reasonable fees of such accountants for such audit, in addition to remitting the Net Profits [*]. Additionally, if the accountant determines that the reports submitted by the Audited Party overstate the Audited Party’s share by more than [*], the Audited Party shall reimburse the Auditing Party for the expenses incurred by the Auditing Party in conducting the audit. Notwithstanding anything to the contrary herein, the Parties shall coordinate with their Affiliates such that [*] with respect to the development, manufacturing, commercialization or other use of [*] = Certain Portions of this exhibit have been omitted pursuant to a confidential information contained in treatment request. An unredacted version of this document, marked by brackets, exhibit has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 Commission. or refund of the Securities Act Net Losses, Program Costs, Fully-Absorbed Cost of 1933Goods, as amended. the Product under any written agreement between the Parties and/or their Affiliates relating to the Product. In the event of any sublicense External Sales & Marketing Expenses, Internal Sales & Marketing Expenses, External Development Expenses, or transfer of rights Internal Development Expenses with respect to Products by a Party under this Agreement, the sublicensor or transferor shall provide for audit rights by the other Party to this Agreementinterest thereon computed in accordance with Section 8.10 (Interest on Late Payments).

Audits and Interim Reviews. Either Party shall have the right to request that a nationally an internationally recognized, independent accounting firm to be mutually agreed upon by the Parties and that is not either Party’s independent accounting firm perform an audit or interim review of the other Party’s books and records as they relate to activities under this Agreement (including without limitation reports received and payments made) in order to express an opinion regarding such Party’s accounting for revenues, costs and expenses under this Agreement. Such audits or review will be conducted at the expense of the requesting Party. Either Party shall have the right to request that an internationally recognized, independent accounting firm to be mutually agreed upon by the Parties and that is not either Party’s independent accounting firm perform an audit of the other Party’s books of accounts for the sole purpose of verifying compliance with the Agreement. Upon [*] thirty (30) days’ prior written notice from a Party (the “Auditing Party”), the other Party (the “Audited Party”) shall permit the mutually agreed upon independent accounting firm to examine the relevant books and records of the Audited Party and its Affiliates as may be reasonably necessary to verify the reports and information submitted by the Audited Party and the accuracy of any Reconciliation StatementParty. An examination by a Party under this Section 6.4 (Audits and Interim Reviews) shall [*] occur not more than once in any calendar year and shall be limited to the pertinent books and records for any calendar year ending not more than [***] [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. EXECUTION COPY before the date of the request. The accounting firm shall be provided access to such books and records at the Audited Party’s facility(ies) and/or the facilities of its Affiliates or sublicensees sub-distributors where such books and records are normally kept and such examination shall be conducted during the Audited Party’s normal business hours. The Audited Party may require the accounting firm to sign a standard non-disclosure agreement with terms that are not inconsistent with the terms of the Agreement before providing the accounting firm access to the Audited Party’s facilities or records. Upon completion of the audit, the accounting firm shall provide both Biogen Idec and Portola Parties with a written report disclosing whether the reports submitted by the Audited Party are correct or incorrect and the specific details and supporting analysis for any discrepancies. No other information shall be provided to the Auditing Party. If the accounting firm determines that, based on errors in the reports so submitted, any report prepared in accordance with the Agreement is incorrect, the Parties shall promptly revise the report and the associated Reconciliation Statement and any additional amount owed by one Party to the other shall be paid within [*] thirty (30) days after receipt of the accountant’s report, along with interest at the lesser of (i) the annualized interest rate at the [***] or (ii) the highest rate permitted by applicable law from the date that such additional amount should have first been paid; provided, however, that [*]no such interest shall be payable if the errors leading to the calculation being incorrect were in the reports provided by the Party to receive such additional amount. Additionally, if the accountant accounting firm determines that the reports submitted by the Audited Party overstate the Audited Party’s share by more than [***], the Audited Party shall reimburse the Auditing Party for the expenses incurred by the Auditing Party in conducting the audit[***]. Notwithstanding anything to the contrary herein, the Parties shall coordinate with their Affiliates such that [*] not more than one (1) audit of a Party and its Affiliates as a whole, shall be performed in any given calendar year with respect to the development, manufacturing, commercialization or other use of [*] = 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 406 of the Securities Act of 1933, as amended. the Product under any written agreement between the Parties and/or their Affiliates relating to the Product. In the event of any sublicense or transfer of rights with respect to Products by a Party Commercialization under this Agreement, the sublicensor Agreement or transferor shall provide for audit rights by the other Party to this any Related Agreement.

Audits and Interim Reviews. Either Party shall have the right to request that a nationally recognized, independent accounting firm to be mutually agreed upon by the Parties and that is not either Party’s independent accounting firm perform an audit or interim review of the other Party’s books and records as they relate to *Certain information on this page has been omitted and filed separately with the commission. Confidential treatment has been requested with respect to the omitted portions. activities under this Agreement in order to express an opinion regarding such Party’s accounting for revenues, costs and expenses under this Agreement. Such audits or review will be conducted at the expense of the requesting Party. Either Party shall have the right to request that a nationally recognized, independent accounting firm to be mutually agreed upon by the Parties and that is not either Party’s independent accounting firm perform an audit of the other Party’s books of accounts for the sole purpose of verifying compliance with the Agreement and the Transaction Agreements. Upon [****] prior written notice from a Party (the “Auditing Party”), the other Party (the “Audited Party”) shall permit the mutually agreed upon independent accounting firm to examine the relevant books and records of the Audited Party and its Affiliates as may be reasonably necessary to verify the reports and information submitted by the Audited Party and the accuracy of any Reconciliation Statement. An examination by a Party under this Section shall occur not more than [****] and shall be limited to the pertinent books and records for any calendar year ending not more than [****] before the date of the request. The accounting firm shall be provided access to such books and records at the Audited Party’s facility(ies) and/or the facilities of its Affiliates or sublicensees where such books and records are normally kept and such examination shall be conducted during the Audited Party’s normal business hours. The Audited Party may require the accounting firm to sign a standard non-disclosure agreement with terms that are not inconsistent with the terms of the Agreement before providing the accounting firm access to the Audited Party’s facilities or records. Upon completion of the audit, the accounting firm shall provide both Biogen Idec and Portola PDL a written report disclosing whether the reports submitted by the Audited Party are correct or incorrect and the specific details and supporting analysis for any discrepancies. No other information shall be provided to the Auditing Party. If the accounting firm determines that, based on errors in the reports so submitted, any report prepared in accordance with the Agreement is incorrect, the Parties shall promptly revise the report and the associated Reconciliation Statement and any additional amount owed by one Party to the other shall be paid within [****] after receipt of the accountant’s report, along with interest at the lesser of (i) the annualized interest rate at [****] or (ii) the highest rate permitted by applicable law from the date that such additional amount should have first been paid; provided, however, that [*]no such interest shall be payable if the errors leading to the Reconciliation Statement being incorrect were in the reports provided by the Party to receive such additional amount. Additionally, if the accountant determines that the reports submitted by the Audited Party overstate the Audited Party’s share by more than [****], the Audited Party shall reimburse the Auditing Party for the expenses incurred by the Auditing Party in conducting the audit. Notwithstanding anything to the contrary herein, the Parties shall coordinate with their Affiliates such that not more than [****] audit of a Party and its Affiliates as a whole, shall be performed in any given calendar year with respect to the *Certain information on this page has been omitted and filed separately with the commission. Confidential treatment has been requested with respect to the omitted portions. development, manufacturing, commercialization or other use of [*] = 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 406 of the Securities Act of 1933, as amended. the Collaboration Product under any written agreement between the Parties and/or their Affiliates relating to the Collaboration Product. In the event of any sublicense or transfer of rights with respect to Collaboration Products by a Party under this Agreement, the sublicensor or transferor shall provide for audit rights by the other Party to this Agreement.Agreement in accordance with this Section A.4 of this Exhibit C.

Audits and Interim Reviews. Either The Parties shall maintain and cause the Third Parties acting for their account to maintain books of account and complete and accurate records pertaining to the Global Development Costs in sufficient detail to permit to confirm the correct calculation of the Global Development Costs. At the reasonable expense of a Party shall have (the "Requesting Party"), the Requesting Party or its authorized independent public accountant has the right to request that a nationally recognizedengage the officially appointed worldwide independent public accountant of any other Party (the "Audited Party") to perform, independent accounting firm perform an audit or interim review on behalf of the other Party’s books and records as they relate Requesting Party or its independent public accountant, an audit, conducted in ------------------- ** This portion has been redacted pursuant to activities under this Agreement in order to express an opinion regarding such Party’s accounting for revenues, costs and expenses under this Agreement. Such audits or review will be conducted at the expense of the requesting Partya confidential treatment request. Upon [*] timely request and at least thirty (30) working days' prior written notice from a Party (the “Auditing Requesting Party”), the other Party (the “Audited Party”) shall permit the mutually agreed upon independent accounting firm to examine the relevant books and records of the Audited Party and its Affiliates as may be reasonably necessary to verify the reports and information submitted by the Audited Party and the accuracy of any Reconciliation Statement. An examination by a Party under this Section shall [*] and shall be limited to the pertinent books and records for any calendar year ending not more than [*] before the date of the request. The accounting firm shall be provided access to such books and records at the Audited Party’s facility(ies) and/or the facilities of its Affiliates or sublicensees where such books and records are normally kept and such examination audit shall be conducted as an additional audit work during the Audited Party’s normal business hours. The Audited Party may require the accounting firm to sign a standard non-disclosure agreement with terms that are not inconsistent with the terms 's annual audit of the Agreement before providing countries specifically requested by the accounting firm access Requesting Party, during regular business hours in such a manner as to not unnecessarily interfere with the Audited Party’s facilities 's normal business activities, **. Such audit shall not be performed more frequently than once per calendar year nor more frequently than once with respect to records covering any specific period of time. ** All information, data documents and abstracts herein referred to shall be used only for the purpose of verifying Global Development Costs or records. Upon compliance with this Agreement, shall be treated as Confidential Information subject to the obligations of this Agreement and need neither be retained more than one (1) year after completion of an audit hereof, if an audit has been requested; nor more than ** from the audit, end of the calendar year to which each shall pertain; nor more than one (1) year after the date of termination of this Agreement. Audit results shall be shared by the Requesting Party and the Audited Party. If accounting firm shall provide both Biogen Idec and Portola a written report disclosing whether errors found greater than ** in the reports submitted by items sampled such that the Audited Party are correct or incorrect and has been overpaid, then the specific details and supporting analysis for costs of such ------------------- ** This portion has been redacted pursuant to a confidential treatment request. The failure of a Party to request verification of any discrepancies. No other information calculation of Global Development Costs during the period when records have to be retained shall be provided to the Auditing Party. If the accounting firm determines that, based on errors in the reports so submitted, any report prepared in accordance with the Agreement is incorrect, the Parties shall promptly revise the report and the associated Reconciliation Statement and any additional amount owed by one Party to the other shall be paid within [*] after receipt considered acceptance of the accountant’s report, along with interest at the lesser accuracy of (i) the annualized interest rate at [*] or (ii) the highest rate permitted such reporting by applicable law from the date that such additional amount should have first been paid; provided, however, that [*]. Additionally, if the accountant determines that the reports submitted by the Audited Party overstate the Audited Party’s share by more than [*], the Audited Party shall reimburse the Auditing Party for the expenses incurred by the Auditing Party in conducting the audit. Notwithstanding anything to the contrary herein, the Parties shall coordinate with their Affiliates such that [*] with respect to the development, manufacturing, commercialization or other use of [*] = 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 406 of the Securities Act of 1933, as amended. the Product under any written agreement between the Parties and/or their Affiliates relating to the Product. In the event case a Party has overpaid Global Development Costs to the other, such Party shall be entitled to claim reimbursement of any sublicense or transfer of rights with respect to Products by a Party under this Agreement, the sublicensor or transferor shall provide for audit rights by such amount overpaid and the other Party to this Agreement.shall promptly reimburse the Party having overpaid for any such amount plus interest **

Audits and Interim Reviews. Either Party shall have the right to request that a nationally recognizedthe other Party’s independent, independent certified accounting firm perform an audit or interim review of the other Party’s books and records as they relate to activities under this Agreement in order to express an opinion regarding such Party’s accounting for revenues, costs and expenses under this Agreementcompliance with GAAP. Such audits or review will shall be conducted at the expense of the requesting Party. Upon [*] prior written notice from a At the request and expense of either Party (the “Auditing Party”), the other Party (the “Audited Party”) shall permit an independent, certified public accountant appointed by the mutually agreed Auditing Party and reasonably acceptable to the Audited Party, at reasonable times and upon independent accounting firm reasonable written notice, to examine the relevant books and such records of the Audited Party and its Affiliates as may be reasonably necessary to verify to: (i) determine the reports and information submitted by the Audited Party and the accuracy correctness of any Reconciliation Statement. An examination by a Party report or payment made under this Section shall [*] and shall be limited Agreement; or (ii) obtain information as to Development Costs or the pertinent books and records aggregate Operating Profit or Loss payable for any calendar year ending not more than [*] before quarter in the date ease of the request. The accounting firm other Party’s failure to report or pay pursuant to this Agreement; provided, however, that such accountant shall be provided access sign a confidentiality agreement in a form reasonably satisfactory to such books and records at the Audited Party’s facility(ies, and, provided further, that such examination shall not be permitted more than once in any twelve (12) and/or month period. Said accountant shall not disclose to the facilities Auditing Party or any other person any information, except that such accountant may disclose to the Auditing Party the fact of its Affiliates a deficiency, the lack of a deficiency or sublicensees where such books any overpayment, and records are normally kept and the degree thereof, including the dollar amount. All results of any such examination shall be conducted during the Audited Party’s normal business hours. The Audited Party may require the accounting firm to sign a standard non-disclosure agreement with terms that are not inconsistent with the terms of the Agreement before providing the accounting firm access made available to the Audited Party’s facilities or records. Upon completion of In the audit, the accounting firm shall provide both Biogen Idec and Portola event that any audit reveals a written report disclosing whether the reports submitted by the Audited Party are correct or incorrect and the specific details and supporting analysis for any discrepancies. No other information shall be provided to the Auditing Party. If the accounting firm determines that, based on errors deficiency in the reports so submitted, any report prepared in accordance with the Agreement is incorrect, the Parties shall promptly revise the report and the associated Reconciliation Statement and any additional amount owed that should have been paid by one Party to the other Party, then the underpaid amount shall be paid within forty-five (45) days after the Party who is owned payment makes a demand therefor, plus interest thereon if such deficiency is in excess of [**] after receipt percent ([**]%) of the accountant’s report, along with amount that actually should have been paid. Such interest at the lesser of (i) the annualized interest rate at [*] or (ii) the highest rate permitted by applicable law shall be calculated from the date that such additional underpaid amount should have first been was due until the date such underpaid amount is actually paid; provided, however, that [*]. Additionally, if at the accountant determines that the reports submitted by the Audited Party overstate the Audited Party’s share by more than [*], the Audited Party shall reimburse the Auditing Party for the expenses incurred by the Auditing Party in conducting the audit. Notwithstanding anything to the contrary herein, the Parties shall coordinate with their Affiliates such that [*] with respect to the development, manufacturing, commercialization or other use rate of [**] = Certain confidential information contained percent ([**]%) over the prime rate of interest reported in this documentThe Wall Street Journal for the date such amount was due. In addition, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 if such underpaid amount is in excess of [**] percent ([**]%) of the Securities Act amount that actually should have been paid, then the Party who is owned payment shall be reimbursed for the reasonable cost of 1933, as amended. the Product under any written agreement between the Parties and/or their Affiliates relating to the Productsuch audit. In the event of any sublicense or transfer of rights with respect to Products an overpayment, such amounts shall be deducted from future amounts due. If such overpaid amounts have not been settled by a Party under this Agreementsuch future deductions three years from the date originally overpaid, the sublicensor or transferor Party who is owned payment such overpayment shall provide for audit rights by invoice the other Party to this Agreementfor such amounts.