Common use of Audit Dispute Clause in Contracts

Audit Dispute. In the event of a dispute with respect to any audit under Section 4.11, AstraZeneca and Licensee shall work in good faith to resolve the disagreement. If the Parties are unable to reach a mutually acceptable resolution of any such dispute within [* * *] days, the dispute shall be submitted for resolution to a certified public accounting firm jointly selected by each Party’s certified public accountants or to such other Person as the Parties shall mutually agree (the “Auditor”). The decision of the Auditor shall be final and the costs of such arbitration as well as the initial audit shall be borne between the Parties in such manner as the Auditor shall determine. Not later than [* * *] days after such decision and in accordance with such decision, Licensee shall pay the additional amounts, with interest from the date originally due as provided in Section 4.9 or AstraZeneca shall reimburse the excess payments, as applicable.

Audit Dispute. In the event of a dispute with respect to any audit under Section 4.116.13, AstraZeneca Licensor and Licensee AbbVie shall work in good faith to resolve the disagreement. If the Parties are unable to reach a mutually acceptable resolution of any such dispute within [* * *] days, the dispute shall be submitted for resolution to a certified public accounting firm jointly selected by each Party’s certified public accountants or to such other Person as the Parties shall mutually agree (the “AuditorAudit Arbitrator”). The decision of the Auditor Audit Arbitrator shall be final and the costs of such arbitration as well as the initial audit shall be borne between the Parties in such manner as the Auditor Audit Arbitrator shall determine. Not later than [* * *] days after such decision and in accordance with such decision, Licensee the audited Party shall pay the additional amounts, with interest from the date originally due as provided in Section 4.9 6.12, or AstraZeneca the auditing Party shall reimburse the excess payments, as applicable.

Audit Dispute. In the event of a dispute with respect to any audit under Section 4.114.10, AstraZeneca AbbVie and Licensee shall work in good faith to resolve the disagreement. If the Parties are unable to reach a mutually acceptable resolution of any such dispute within [* * *] days**], the dispute shall be submitted for resolution to a certified public accounting firm jointly selected by each Party’s certified public accountants or to such other Person as the Parties shall mutually agree (the “AuditorAudit Arbitrator”). The decision of the Auditor Audit Arbitrator shall be final and the costs of such arbitration as well as the initial audit shall be borne between the Parties in such manner as the Auditor Audit Arbitrator shall determine. Not later than [* * ***] days after such decision and in accordance with such decision, Licensee shall pay the additional amounts, with interest from the date originally due as provided in Section 4.9 4.9, or AstraZeneca AbbVie shall reimburse the excess payments, as applicable.

Audit Dispute. In the event of a dispute with respect to any audit under Section 4.11audit, AstraZeneca Caribou and Licensee AbbVie shall work in good faith to resolve the disagreement. If the Parties are unable to reach a mutually acceptable resolution of any such dispute within [* * ***] days, the dispute shall be submitted for resolution to a certified public accounting firm jointly selected by each Party’s certified public accountants or to such other Person as the Parties shall mutually agree (the “AuditorAudit Arbitrator”). The decision of the Auditor Audit Arbitrator shall be final and the costs of such arbitration as well as the initial audit shall be borne between the Parties in such manner as the Auditor Audit Arbitrator shall determine. Not later than [* * ***] days after such decision and in accordance with such decision, Licensee the audited Party shall pay the additional amounts, with interest from the date originally due as provided in Section 4.9 due, or AstraZeneca the auditing Party shall reimburse the excess payments, as applicable.

Audit Dispute. In the event of a dispute with respect to any audit under Section 4.116.8, AstraZeneca Licensor and Licensee shall work in good faith to resolve the disagreement. If the Parties are unable to reach a mutually acceptable resolution of any such dispute within [* * ***] days, the dispute shall be submitted for resolution to a certified public accounting firm jointly selected by each Party’s certified public accountants or to such other Person as the Parties shall mutually agree (the “AuditorArbitrator”). The decision of the Auditor Arbitrator shall be final and the costs of such arbitration as well as the initial audit shall be borne between the Parties in such manner as the Auditor Arbitrator shall determine. Not later than [* * ***] days after such decision and in accordance with such decision, Licensee the audited Party shall pay the additional amounts, with interest from the date originally due as provided in Section 4.9 6.6, or AstraZeneca the auditing Party shall reimburse the such excess payments, as applicable.

Audit Dispute. In the event of a dispute with respect to any audit under Section 4.118.12, AstraZeneca REGENX and Licensee PARTNER shall work in good faith to resolve the disagreement. If the Parties are unable to reach a mutually acceptable resolution of any such dispute within [* * *] days***], the dispute shall be submitted for resolution to a certified public accounting firm jointly selected by each Party’s certified public accountants or to such other Person as the Parties shall mutually agree (the “Auditor”). The decision of the Auditor shall be final and the costs of such arbitration as well as the initial audit shall be borne between the Parties in such manner as the Auditor shall determine. Not later than [* * ****] days after such decision and in accordance with such decision, Licensee the audited Party shall pay the additional amounts, with interest from the date originally due as provided in Section 4.9 8.10, or AstraZeneca the auditing Party shall reimburse the excess payments, as applicable.

Audit Dispute. In the event of a dispute with respect to any audit under Section 4.118.10, AstraZeneca Xencor and Licensee Genentech shall work in good faith to resolve the disagreement. If the Parties are unable to reach a mutually acceptable resolution of any such dispute within [* * *] days**], either Party may submit the dispute shall be submitted for resolution to a certified public accounting firm jointly selected by each Party’s certified public accountants or to such other Person as the Parties shall mutually agree (the “AuditorArbitrator”). The decision of the Auditor Arbitrator shall be final and the costs of such arbitration as well as the initial audit shall be borne between the Parties in such manner as the Auditor Arbitrator shall determine. Not later than [* * ***] days after such decision and in accordance with such decision, Licensee the audited Party shall pay the additional amounts, with interest from the date originally due as provided in Section 4.9 8.9 or AstraZeneca the auditing Party shall reimburse the excess payments, as applicable.

Audit Dispute. In the event of a dispute with respect to any audit under Section 4.116.8, AstraZeneca Licensor and Licensee shall work in good faith to resolve the disagreement. If the Parties are unable to reach a mutually acceptable resolution of any such dispute within [* * ***] days, the dispute shall be submitted for resolution to a certified public accounting firm jointly selected by each Party’s certified public accountants or to such other Person as the Parties shall mutually agree (the “Auditor“ Arbitrator ”). The decision of the Auditor Arbitrator shall be final and the costs of such arbitration as well as the initial audit shall be borne between the Parties in such manner as the Auditor Arbitrator shall determine. Not later than [* * ***] days after such decision and in accordance with such decision, Licensee the audited Party shall pay the additional amounts, with interest from the date originally due as provided in Section 4.9 6.6, or AstraZeneca the auditing Party shall reimburse the such excess payments, as applicable.

Audit Dispute. In the event of a dispute with respect to any audit under Section 4.11‎8.10, AstraZeneca Xencor and Licensee Genentech shall work in good faith to resolve the disagreement. If the Parties are unable to reach a mutually acceptable resolution of any such dispute within [* * *] days**], either Party may submit the dispute shall be submitted for resolution to a certified public accounting firm jointly selected by each Party’s certified public accountants or to such other Person as the Parties shall mutually agree (the “AuditorArbitrator”). The decision of the Auditor Arbitrator shall be final and the costs of such arbitration as well as the initial audit shall be borne between the Parties in such manner as the Auditor Arbitrator shall determine. Not later than [* * ***] days after such decision and in accordance with such decision, Licensee the audited Party shall pay the additional amounts, with interest from the date originally due as provided in Section 4.9 ‎8.9 or AstraZeneca the auditing Party shall reimburse the excess payments, as applicable.. CONFIDENTIALEXECUTION COPY

Audit Dispute. In the event of a dispute with respect to any audit under Section 4.115.10, Licensor and AstraZeneca and Licensee shall work in good faith to resolve the disagreement. If the Parties are unable to reach a mutually acceptable resolution of any such dispute within [* * *] days**], the dispute shall be submitted for resolution to a certified public accounting firm jointly selected by each Party’s certified public accountants or to such other Person as the Parties shall mutually agree (the “Auditor”). The decision of the Auditor shall be final and the costs of such arbitration as well as the initial audit shall be borne between the Parties in such manner as the Auditor shall determine. Not later than [* * ***] days after such decision and in accordance with such decision, Licensee the audited Party shall pay the additional amounts, with interest from the date originally due as provided in Section 4.9 5.8 or AstraZeneca the auditing Party shall reimburse the excess payments, as applicable.

Audit Dispute. In the event of a dispute with respect to any audit under Section 4.1111.7.4, AstraZeneca Adaptimmune and Licensee GNE shall work in good faith to resolve the disagreement. If the Parties are unable to reach a mutually acceptable resolution of any such dispute within [* * ***] days, either Party may submit the dispute shall be submitted for resolution to a certified public accounting firm jointly selected by each Party’s certified public accountants or to such other Person as the Parties shall mutually agree (the “AuditorArbitrator”). The decision of the Auditor Arbitrator shall be final and the costs of such arbitration as well as the initial audit shall be borne between the Parties in such manner as the Auditor Arbitrator shall determine. Not later than [* * ***] days after such decision and in accordance with such decision, Licensee the audited Party shall pay the additional amounts, with interest from the date originally due as provided in Section 4.9 11.7.4 (Underpayment; Overpayment), or AstraZeneca the auditing Party shall reimburse the excess payments, as applicable.