Common use of Reconciliation Statements Clause in Contracts

Reconciliation Statements. Within [*] following the end of a Calendar Quarter, each Party shall submit to the other Party a Pre-Reconciliation Report encompassing[*]. Within [*] following the end of a Calendar Quarter, each Party shall submit to the other Party its report of actual results as outlined above. Expenses charged by either Party shall not [*]. If the actual costs of implementing a Collaboration or the Development Plan are expected to vary by more[*]than [*] from the amounts budgeted for expenditure during the calendar year, the Responsible Development Party will promptly revise, as applicable, the Collaboration Budget or Development Plan and submit it in writing, with an explanation of the variance and the reasons therefore, for approval to the JSC. If the JSC does not approve the variance, the amount by which the actual costs exceed [*] The financial representatives from each Party shall be responsible for, within [*] following the end of a Calendar Quarter, preparing a statement (“Reconciliation Statement”) in a format agreed to by the Parties showing [*]. The Reconciliation Statement and reports of actual results compared to budget will be sent to each party within[*] following the end of a Calendar Quarter for approval. Each party shall provide notice of approval or disapproval of the Reconciliation Statement within [*] of receipt. If both parties approve, the Reconciliation Statement will be sent to the JSC for its information. If either party disapproves, within [*] after receipt of the Reconciliation Statement the JSC shall meet to approve or otherwise resolve the Reconciliation Statement. Reconciliation Statements shall be made by Portola or Biogen Idec in the manner set forth in Section Y (section titled “Payments Between Parties” of this Financial Exhibit.] [*] = 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. Development Expense Reporting after Opt-Out Option is exercised. After Portola exercises its Opt-Out option, pursuant to 4.5 (b), Portola shall provide Biogen IDEC reports of [*] on a quarterly basis within [*] after the end of the Calendar Quarter. Within [*] after receiving such report from Portola, [*].

Reconciliation Statements. Within [*] following the end of a Calendar Quarter, each Party shall submit to the other Party a Pre-Reconciliation Report encompassing[*]. Within [*] fourteen (14) business days following the end of a Calendar Quarter, each Party shall submit to the other Party its report of actual results as outlined aboveabove (including a summary of charges and credits allocated to its Development Cost Project Account as referred to in Section 4.6(b)). Expenses charged by either Party as Development Costs or Reimbursable Commercial Costs shall not [exceed *]. If ** of the actual costs of implementing a Collaboration amount included for the total expenditure in the then current Development Plan, Annual Workplan/Budget, Commercialization Plan or the Development Plan are expected to vary by more[*]than [*] from the amounts budgeted for expenditure during the calendar year, the Responsible Development Party will promptly reviseAnnual Commercialization Plan/Budget, as applicablethe case may be, unless the Collaboration Budget Joint Project Team or Development Plan and submit it in writingJCT, with an explanation of the variance as appropriate, recommends, and the reasons therefore, for approval to the JSCJSC approves such excess expense. If the JSC does not approve the variance, the amount by which the actual costs exceed [*] The financial representatives from each Party on the Joint Project Team or the Joint Commercialization Team, as applicable, shall be responsible for, within [*] twenty one (21) days following the end of a Calendar Quarter, preparing a statement (“"Reconciliation Statement”") in a format agreed to by the Parties showing [*]each Party's results, the calculations of Development Cost sharing under Section 4.6, the calculation of Reimbursable Commercial Cost sharing under Section 6.2, the application of credits available under Section 6.2, and any cash settlement required. The Reconciliation CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS (*) DENOTE SUCH OMISSIONS. Statement and reports of actual results compared to budget will be sent to each party within[*] the Joint Project Team or JCT, as applicable, within twenty one (21) days following the end of a Calendar Quarter for approvalQuarter. Each party shall provide notice of After approval by the Joint Project Team or disapproval of JCT, as applicable, the Joint Project Team or JCT will forward the Reconciliation Statement within [*] of receipt. If both parties approve, the Reconciliation Statement will be sent to the JSC for its informationinformation or approval in the case of a dispute. If either party disapproves, within [*] after receipt of the The Reconciliation Statement shall be provided to the JSC thirty days prior to the date upon which the JSC shall meet to approve or otherwise resolve the Reconciliation Statement, if approval is being sought. Reconciliation Statements shall be made by Portola Elan or Biogen Idec in the manner set forth in Section Y (section titled “Payments Between Parties” of this Financial ExhibitA.5.] [*] = 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. Development Expense Reporting after Opt-Out Option is exercised. After Portola exercises its Opt-Out option, pursuant to 4.5 (b), Portola shall provide Biogen IDEC reports of [*] on a quarterly basis within [*] after the end of the Calendar Quarter. Within [*] after receiving such report from Portola, [*].

Reconciliation Statements. Within [*] following the end of a Calendar Quarter, each Party shall submit to the other Party a Pre-Reconciliation Report encompassing[*]. Within [**] following the end of a Calendar Quarter, each Party shall submit to the other Party its report of actual results as outlined aboveabove (including a summary of charges and credits allocated to its Development Expense Project Account). Expenses charged by either Party as Ongoing Development Expenses, Other Out-of-Pocket Costs and Development Expenses shall not exceed [****] of the amount included for the total expenditure in the then current Development Plan or Annual Workplan/Budget, as the case may be, unless the JFC recommends, and the JSC approves such excess expense. If actual costs of any expense line item in implementing an Annual Work Plan/Budget or the Development Plan is expected to vary by more than [****], then the Party incurring the variance(s) has 101 the obligation to inform the other Party of such variance(s) in a timely manner and to discuss with such Party the causes of the variance(s). Any such discussion as to the cause of the variances shall occur at the JFC. If the actual costs of implementing a Collaboration an Annual Work Plan/Budget or the Development Plan are expected to vary by more[*]than more than [****] from the amounts budgeted for expenditure during the calendar year, the Responsible Development Party will promptly revise, as applicable, the Collaboration Annual Workplan/Budget or Development Plan and submit it in writing, with an explanation of the variance and the reasons therefore, for approval to the JSC. If the JSC does not approve the variance, the amount by which the actual costs exceed [****] of the budgeted costs shall be borne by the Party that incurred the costs. The financial representatives from each Party on the JFC shall be responsible for, within [****] days following the end of a Calendar Quarter, preparing a statement (“Reconciliation Statement”) in a format agreed to by the Parties showing [*]each Party’s results, the calculations of Ongoing Development Expenses, Other Out-of-Pocket Costs, Cost of Clinical Supplies, COGM and Development Expenses sharing under Section 3.6 of the Agreement and any cash settlement required. The Reconciliation Statement and reports of actual results compared to budget will be sent to each party withinthe JFC, within [****] following the end of a Calendar Quarter for approval. Each party shall provide notice of After approval or disapproval of by the JFC, the JFC will forward the Reconciliation Statement within [*] of receipt. If both parties approve, the Reconciliation Statement will be sent to the JSC for its informationinformation or approval in the case of a dispute. If either party disapproves, within The Reconciliation Statement shall be provided to the JSC [****] after receipt of prior to the Reconciliation Statement date upon which the JSC shall meet to approve or otherwise resolve the Reconciliation Statement, if approval is being sought. Reconciliation Statements shall be made by Portola PDL or Biogen Idec in the manner set forth in Section Y (section titled “Payments Between Parties” A.5 of this Financial Exhibit.] [*] = 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. Development Expense Reporting after Opt-Out Option is exercised. After Portola exercises its Opt-Out option, pursuant to 4.5 (b), Portola shall provide Biogen IDEC reports of [*] on a quarterly basis within [*] after the end of the Calendar Quarter. Within [*] after receiving such report from Portola, [*].Exhibit C.

Reconciliation Statements. Within [***] following the end of a Calendar Quarter, each Party shall submit to the other Party a Pre-Reconciliation Report encompassing[*]encompassing actual results of the first two months of such quarter and preliminary actual results for the third month. Within [***] following the end of a Calendar Quarter, each Party shall submit to the other Party its report of actual results as outlined above. Expenses charged by either Party shall not exceed [*]**] of the amount included for the total expenditure in the then current Collaboration Budget unless the other Party approves such excess expense. If the actual costs of a Party implementing a the activities of such Party under the Collaboration or the Development Plan Budget are expected to vary by more[*]than more than [***] from the amounts budgeted for expenditure during the calendar year, the Responsible Development such Party will promptly revise, as applicable, revise the Collaboration Budget or Development Plan and submit it in writing, with an explanation of the variance and the reasons thereforetherefor, for approval to the JSCJDC or JCC, as applicable. If the JSC JDC or JCC, as applicable, does not approve the variance, the amount by which the actual costs exceed [***] of the budgeted costs in the Collaboration Budget shall be borne by the Party that incurred the costs. The financial representatives from each Party shall be responsible for, within [***] following the end of a Calendar Quarter, preparing a statement (“Reconciliation Statement”) in a format agreed to by the Parties showing [*]each Party’s full quarter actual results, the calculations of Net Sales, Co-Developed Product Revenues, COGM, Cost of Sales, Development Expenses, Marketing Costs, Medical Education Costs, Sales Costs, Distribution Costs, and Other Out-of-Pocket Costs. The Reconciliation Statement and reports of actual results compared to budget the Collaboration Budget will be sent to each party withinwithin [***] following the end of a Calendar Quarter for approval. Each party shall provide notice of approval or disapproval rejection of the Reconciliation Statement within [***] of receipt. If both parties approve, the Reconciliation Statement will be sent to the JSC JDC or JCC, as applicable, for its information. If either party disapprovesParty rejects the Reconciliation Statement, within [***] days after receipt of receipt, the Reconciliation Statement the JSC JDC or JCC, as applicable shall meet to approve or otherwise resolve the Reconciliation Statement. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. Execution Version If the approved Reconciliation Statements shall be made by Portola or Biogen Idec Statement shows that one Party has incurred more than its share of costs and expenses in the manner set forth applicable Calendar Quarter as provided in Section Y (section titled “Payments Between Parties” the Collaboration Budget, such Party will, promptly upon approval of this Financial Exhibit.] the Reconciliation Statement, submit to the other Party an invoice for the difference between its actual costs and expenses in such Calendar Quarter and its share of the Collaboration Budget, which will be paid by the receiving Party within [***] = 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 after receipt of the Securities Act of 1933, as amendedsuch invoice. Development Expense Reporting after OptPhase II PTI Co-Out Development Termination Option is exercised. After Portola If Proteostasis exercises its OptPhase II PTI Co-Out option, Development Termination Option pursuant to 4.5 (b)Section 5.3 of this Agreement, Portola Proteostasis shall provide to Biogen IDEC reports Idec a final report of its Development Expenses for the Collaboration Compounds within [*] on a quarterly basis within [**] after the end of the Calendar Quarter. Within [*] after receiving Quarter in which such report from Portola, [*]Phase II PTI Co-Development Termination Option takes effect.

Reconciliation Statements. Within [*] following the end of a Calendar Quarter, each Party shall submit to the other Party a Pre-Reconciliation Report encompassing[*]. Within [**] following the end of a Calendar Quarter, each Party shall submit to the other Party its report of actual results as outlined aboveabove (including a summary of charges and credits allocated to its Development Expense Project Account). Expenses charged by either Party as Ongoing Development Expenses, Other Out-of-Pocket Costs and Development Expenses shall not exceed [****] of the amount included for the total expenditure in the then current Development Plan or Annual Workplan/Budget, as the case may be, unless the JFC recommends, and the JSC approves such excess expense. If actual costs of any expense line item in implementing an Annual Work Plan/Budget or the Development Plan is expected to vary by more than [****], then the Party incurring the variance(s) has the obligation to inform the other Party of such variance(s) in a timely manner and to discuss with such Party the causes of the variance(s). Any such discussion as to the cause of the variances shall occur at the JFC. If the actual costs of implementing a Collaboration an Annual Work Plan/Budget or the Development Plan are expected to vary by more[*]than more than [****] from the amounts budgeted for expenditure during the calendar year, the Responsible Development Party will promptly revise, as applicable, the Collaboration Annual Workplan/Budget or Development Plan and submit it in writing, with an explanation of the variance and the reasons therefore, for approval to the JSC. If the JSC does not approve the variance, the amount by which the actual costs exceed [****] of the budgeted costs shall be borne by the Party that incurred the costs. The financial representatives from each Party on the JFC shall be responsible for, within [****] days following the end of a Calendar Quarter, preparing a statement (“Reconciliation Statement”) in a format agreed to by the Parties showing [*]each Party’s results, the calculations of Ongoing Development Expenses, Other Out-of-Pocket Costs, Cost of Clinical Supplies, COGM and Development Expenses sharing under Section 3.6 of the Agreement and any cash settlement required. The Reconciliation Statement and reports of actual results compared to budget will be sent to each party withinthe JFC, within [****] following the end of a Calendar Quarter for approval. Each party shall provide notice of After approval or disapproval of by the JFC, the JFC will forward the Reconciliation Statement within [*] of receipt. If both parties approve, the Reconciliation Statement will be sent to the JSC for its informationinformation or approval in the case of a dispute. If either party disapproves, within The Reconciliation Statement shall be provided to the JSC [****] after receipt of prior to the Reconciliation Statement date upon which the JSC shall meet to approve or otherwise resolve the Reconciliation Statement, if approval is being sought. Reconciliation Statements shall be made by Portola PDL or Biogen Idec in the manner set forth in Section Y (section titled “Payments Between Parties” A.5 of this Financial Exhibit.] [*] = 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. Development Expense Reporting after Opt-Out Option is exercised. After Portola exercises its Opt-Out option, pursuant to 4.5 (b), Portola shall provide Biogen IDEC reports of [*] on a quarterly basis within [*] after the end of the Calendar Quarter. Within [*] after receiving such report from Portola, [*].Exhibit C.