Common use of Firewall Audits Clause in Contracts

Firewall Audits. Lilly shall have the right, through a designated Third Party auditor reasonably acceptable to ProQR, to audit ProQR’s (and, as applicable, its Affiliates’) obligations under this Agreement regarding implementation and enforcement of Firewalls under this Section 15.8 for purposes of confirming compliance with the Firewalls, identifying any vulnerabilities or breaches and requiring ProQR (or its Affiliates) to promptly remediate any non-compliance identified by such audit. In connection with such audit, duly authorized representatives of L▇▇▇▇’▇ designated auditor may make an on-site visit to ProQR (or its Affiliate) for the purpose of conducting such audit. Lilly may conduct such audits from time to time as reasonably necessary to confirm ProQR’s compliance with such Firewall requirements no more than [***] or more frequently if Lilly reasonably believes at any time that ProQR is not in compliance with such Firewall requirements; provided that if the auditor identifies a breach of the Firewall, Lilly will be entitled to [***] additional audits within the same [***] to verify that appropriate action has been taken to remedy the breach of the Firewall. Any audits described under this Section 15.8.7 shall be conducted during ProQR’s regular business hours, for a duration only as reasonably necessary to confirm ProQR’s compliance with the applicable Firewall requirements, and shall not unreasonably interfere with or impede ProQR’s business operations. Lilly shall provide ProQR with written notice of such audit at least [***] prior to such requested audit (or such shorter period as may be designated by Lilly if Lilly reasonably believes at any time that ProQR is not in compliance with such Firewall requirements). All such audits shall be conducted at Lilly’s cost and expense. If the auditor identifies any breach of the Firewall, Lilly and/or the auditor will notify ProQR, and ProQR will promptly (and will use reasonable efforts to ensure its Affiliates promptly) take all action necessary to remedy such breach, and will provide Lilly with reasonable assurance that such action has been taken, at ProQR’s sole expense.

Firewall Audits. Lilly shall have the right, through a designated Third Party auditor reasonably acceptable to ProQR, to audit ProQR’s (and, as applicable, its Affiliates’) obligations under this Agreement regarding implementation and enforcement of Firewalls under this Section 15.8 for purposes of confirming compliance with the Firewalls, identifying any vulnerabilities or breaches and requiring ProQR (or its Affiliates) to promptly remediate any non-compliance identified by such audit. In connection with such audit, duly authorized representatives of L▇▇▇▇’▇ Lilly’s designated auditor may make an on-site visit to ProQR (or its Affiliate) for the purpose of conducting such audit. Lilly may conduct such audits from time to time as reasonably necessary to confirm ProQR’s compliance with such Firewall requirements no more than [***] or more frequently if Lilly reasonably believes at any time that ProQR is not in compliance with such Firewall requirements; provided that if the auditor identifies a breach of the Firewall, Lilly will be entitled to [***] additional audits within the same [***] to verify that appropriate action has been taken to remedy the breach of the Firewall. Any audits described under this Section 15.8.7 shall be conducted during ProQR’s regular business hours, for a duration only as reasonably necessary to confirm ProQR’s compliance with the applicable Firewall requirements, and shall not unreasonably interfere with or impede ProQR’s business operations. Lilly shall provide ProQR with written notice of such audit at least [***] prior to such requested audit (or such shorter period as may be designated by Lilly if Lilly reasonably believes at any time that ProQR is not in compliance with such Firewall requirements). All such audits shall be conducted at Lilly’s cost and expense. If the auditor identifies any breach of the Firewall, Lilly and/or the auditor will notify ProQR, and ProQR will promptly (and will use reasonable efforts to ensure its Affiliates promptly) take all action necessary to remedy such breach, and will provide Lilly with reasonable assurance that such action has been taken, at ProQR’s sole expense.

Firewall Audits. Lilly shall have the right, through a designated Third Party auditor reasonably acceptable to ProQRPrecision, to audit ProQRPrecision’s (and, as applicable, its Affiliates’) obligations under this Agreement regarding implementation and enforcement of Firewalls under this Section 15.8 17.8 for purposes of confirming compliance with the Firewalls, identifying any vulnerabilities or breaches and requiring ProQR Precision (or its Affiliates) to promptly remediate any non-compliance identified by such audit. In connection with such audit, duly authorized representatives of L▇▇▇▇’▇ Lilly’s designated auditor may make an on-site visit to ProQR Precision (or its Affiliate) for the purpose of conducting such audit. Precision may require such auditor to execute a reasonable confidentiality agreement prior to commencing the audit, provided that the results of such audit (excluding all Third Party confidential information and any of Precision’s or its Affiliates’ confidential information that Lilly does not otherwise have the right to access under this Agreement) may be shared with Lilly. Lilly may conduct such audits from time to time as reasonably necessary to confirm ProQRPrecision’s compliance with such Firewall requirements no more than [***] or more frequently if Lilly reasonably believes at any time that ProQR is not in compliance with such Firewall requirements; provided that if the auditor identifies a breach of the Firewall, Lilly will be entitled to [***] additional audits within the same [***] to verify that appropriate action has been taken to remedy the breach of the Firewall]. Any audits described under this Section 15.8.7 17.8.8 shall be conducted during ProQRPrecision’s regular business hours, for a duration only as reasonably necessary to confirm ProQRPrecision’s compliance with the applicable Firewall requirements, and shall not unreasonably interfere with or impede ProQRPrecision’s business operations. Lilly shall provide ProQR Precision with written notice of such audit at least [***] prior to such requested audit (or such shorter period as may be designated by Lilly if Lilly reasonably believes at any time that ProQR Precision is not in compliance with such Firewall requirements). All such audits shall be conducted at Lilly’s cost and expense. If the auditor identifies any breach of the Firewall, Lilly and/or the auditor will notify ProQRPrecision, and ProQR Precision will promptly (and will use reasonable efforts to ensure its Affiliates promptly) take all action necessary to remedy such breach, and will provide Lilly with reasonable assurance that such action has been taken, at ProQRPrecision’s sole expense.

Firewall Audits. Lilly Moderna shall have the right, through a designated Third Party auditor reasonably acceptable to ProQRImmatics, to audit ProQR’s Immatics’ (and, as applicable, its Affiliates’) obligations under this Agreement regarding implementation and enforcement of Firewalls under this Section 15.8 13.5.4 for purposes of confirming compliance with the Firewalls, identifying any vulnerabilities or breaches and requiring ProQR Immatics (or its Affiliates) to promptly remediate any non-compliance identified by such audit. In connection with such audit, duly authorized representatives of L▇▇▇▇’▇ Moderna’s designated auditor may make an on-site visit to ProQR Immatics (or its Affiliate) for the purpose of conducting such audit. Lilly Moderna may conduct such audits from time to time as reasonably necessary to confirm ProQR’s Immatics’ compliance with such Firewall requirements no more than once per any [***] period or more frequently if Lilly Moderna reasonably believes at any time that ProQR Immatics is not in compliance with such Firewall requirements; provided that that, if the auditor identifies a breach of the Firewall, Lilly Moderna will be entitled to [***] up to one additional audits audit within the same [***] period to verify that appropriate action has been taken to remedy the breach of the Firewall. Any audits described under this Section 15.8.7 13.5.4 shall be conducted during ProQR’s Immatics’ regular business hours, for a duration only as reasonably necessary to confirm ProQR’s Immatics’ compliance with the applicable Firewall requirements, and shall not unreasonably interfere with or impede ProQR’s Immatics’ business operations. Lilly Moderna shall provide ProQR Immatics with written notice of such audit at least [***] prior to such requested audit (or such shorter period as may be designated by Lilly Moderna if Lilly Moderna reasonably believes at any time that ProQR Immatics is not in compliance with such Firewall requirements). All such audits shall be conducted at LillyModerna’s cost and expense. If the auditor identifies any breach of the Firewall, Lilly and/or Moderna or the auditor will notify ProQRImmatics, and ProQR Immatics will promptly (and will use reasonable efforts to ensure its Affiliates promptly) take all action necessary to remedy such breach, and will provide Lilly Moderna with reasonable assurance that such action has been taken, at ProQR’s Immatics’ sole expense.

Firewall Audits. Lilly Novartis shall have the right, through a designated Third Party auditor reasonably acceptable to ProQRPrecision, to audit ProQRPrecision’s (and, as applicable, its Affiliates’) obligations under this Agreement regarding implementation and enforcement of Firewalls under this Section 15.8 17.8 for purposes of confirming compliance with the Firewalls, identifying any vulnerabilities or breaches and requiring ProQR Precision (or its Affiliates) to promptly remediate any non-compliance identified by such audit. In connection with such audit, duly authorized representatives of L▇▇▇▇’▇ Novartis’s designated auditor may make an on-site visit to ProQR Precision (or its Affiliate) for the purpose of conducting such audit. Lilly Precision may require such auditor to execute a reasonable confidentiality agreement prior to commencing the audit, provided that the results of such audit (excluding all Third Party confidential information and any of Precision’s or its Affiliates’ confidential information that Novartis does not otherwise have the right to access under this Agreement) may be shared with Novartis. Novartis may conduct such audits from time to time as reasonably necessary to confirm ProQRPrecision’s compliance with such Firewall requirements no more than [***] or more frequently if Lilly reasonably believes at any time that ProQR is not in compliance with such Firewall requirements; provided that if the auditor identifies a breach of the Firewall, Lilly will be entitled to [***] additional audits within the same [***] to verify that appropriate action has been taken to remedy the breach of the Firewall]. Any audits described under this Section 15.8.7 17.8.5 shall be conducted during ProQRPrecision’s regular business hours, for a duration only as reasonably necessary to confirm ProQRPrecision’s compliance with the applicable Firewall requirements, and shall not unreasonably interfere with or impede ProQRPrecision’s business operations. Lilly Novartis shall provide ProQR Precision with written notice of such audit at least [***] prior to such requested audit (or such shorter period as may be designated by Lilly Novartis if Lilly Novartis reasonably believes at any time that ProQR Precision is not in compliance with such Firewall requirements). All such audits shall be conducted at LillyNovartis’s cost and expense. If the auditor identifies any breach of the Firewall, Lilly and/or Novartis or the auditor will notify ProQRPrecision, and ProQR Precision will promptly (and will use reasonable efforts to ensure its Affiliates promptly) take all action necessary to remedy such breach, and will provide Lilly Novartis with reasonable assurance that such action has been taken, at ProQRPrecision’s sole expense.