Common use of Internal Audits of Pfizer Managed Controls and Processes Clause in Contracts

Internal Audits of Pfizer Managed Controls and Processes. The Parties acknowledge and agree that Pfizer will, in the ordinary course of its business, conduct audits and testing of certain controls, processes and procedures that relate to the Services provided to the Company under this Agreement (a “Pfizer Managed Control or Process”). Pfizer agrees that as soon as reasonably practicable following the completion of such audit and testing, Pfizer will provide the Company with reasonable access to the audit or controls testing documentation for any such Pfizer Managed Control or Process that is material to the Company’s business. Notwithstanding the foregoing, Pfizer’s responsibility shall be limited to providing reasonable access to audit or controls testing documentation it creates in the ordinary course of its business and Pfizer shall have no responsibility to conduct any particular audit or testing, create any specific documentation or to provide any interpretation of testing results, determination of the level of any potential deficiencies, risk assessments or materiality determinations (and, for clarity, the use of any such information provided by Pfizer is solely the Company’s responsibility, without limiting the last sentence of this Section 2.11). To the extent required by the Company in connection with its auditing requirements, the Company shall have the right to perform or have Pfizer perform, in each case at Pfizer’s option and upon reasonable written notice, an audit and testing of any Pfizer Managed Control or Process. If Pfizer agrees that the Company may perform such audit and testing then, upon reasonable written notice to Pfizer, Pfizer shall permit the Company representatives access during reasonable business hours and such audit may include reasonable testing procedures to cover key Financial and IT Controls within Pfizer Managed Controls or Processes, provided that, if any such audit or testing could provide or result in the Company having access to any sensitive Confidential Information of Pfizer (including tax and transfer pricing information), Pfizer may request that the Company appoint an independent third party audit firm reasonably acceptable to Pfizer to conduct such audit and testing. The Costs of such third party audit firm shall be borne by the Company. Within thirty (30) days of completing such audit, the Company shall submit a report to Pfizer with its findings. Any information obtained or observed by the Company during an audit shall be subject to the confidentiality obligations set forth in Section 6.09 and 6.10 of the Separation Agreement. For clarity, unless the remediation or modification is necessitated by a change or discontinuation in service or other action by Pfizer, Pfizer shall have no responsibility to conduct any remediation or modification of any Pfizer Managed Control or Process unless otherwise agreed to by Pfizer in advance in writing in each instance, and, if any such remediation or modification (to the extent so agreed by Pfizer) is primarily for the benefit of the Company, the Company shall reimburse any Costs incurred by Pfizer or its Affiliates in connection therewith.

Internal Audits of Pfizer Managed Controls and Processes. The Parties acknowledge and agree that Pfizer will, in the ordinary course of its business, conduct audits and testing of certain controls, processes and procedures that relate to the Services provided to the Company under this Agreement (a “"Pfizer Managed Control or Process”"). Pfizer agrees that as soon as reasonably practicable following the completion of such audit and testing, Pfizer will provide the Company with reasonable access to the audit or controls testing documentation for any such Pfizer Managed Control or Process that is material to the Company’s 's business. Notwithstanding the foregoing, Pfizer’s 's responsibility shall be limited to providing reasonable access to audit or controls testing documentation it creates in the ordinary course of its business and Pfizer shall have no responsibility to conduct any particular audit or testing, create any specific documentation or to provide any interpretation of testing results, determination of the level of any potential deficiencies, risk assessments or materiality determinations (and, for clarity, the use of any such information provided by Pfizer is solely the Company’s 's responsibility, without limiting the last sentence of this Section 2.11). To the extent required by the Company in connection with its auditing requirements, the Company shall have the right to perform or have Pfizer perform, in each case at Pfizer’s 's option and upon reasonable written notice, an audit and testing of any Pfizer Managed Control or Process. If Pfizer agrees that the Company may perform such audit and testing then, upon reasonable written notice to Pfizer, Pfizer shall permit the Company representatives access during reasonable business hours and such audit may include reasonable testing procedures to cover key Financial and IT Controls within Pfizer Managed Controls or Processes, provided that, if any such audit or testing could provide or result in the Company having access to any sensitive Confidential Information of Pfizer (including tax and transfer pricing information), Pfizer may request that the Company appoint an independent third party audit firm reasonably acceptable to Pfizer to conduct such audit and testing. The All Costs of any such audits, including the Costs of a third party audit firm firm, shall be borne by the Company. Within thirty (30) days of completing such audit, the Company shall submit a report to Pfizer with its findings. Any information obtained or observed by the Company during an audit shall be subject to the confidentiality obligations set forth in Section 6.09 and 6.10 of the Separation Agreement. For clarity, unless the remediation or modification is necessitated by a change or discontinuation in service or other action by Pfizer, Pfizer shall have no responsibility to conduct any remediation or modification of any Pfizer Managed Control or Process unless otherwise agreed to by Pfizer in advance in writing in each instance, and, if any such remediation or modification (to the extent so agreed by Pfizer) is primarily for the benefit of the Company, the Company shall reimburse any Costs incurred by Pfizer or its Affiliates in connection therewith.