Common use of Audit Dispute Clause in Contracts

Audit Dispute. In the event of a dispute with respect to any audit conducted under Section 6.10.1, Xxxxxxx and Forest 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 “Accountant”). The decision of the Accountant 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 Accountant shall determine. If the Accountant concludes that additional payments were owed, or that excess payments were made during such period, then the Party owing such additional payments shall pay such additional amounts, or the Party that received such excess payments shall reimburse such excess payments, as applicable, in either case, within [*] days after the date on which such decision is made by the Accountant.

Audit Dispute. In the event of a dispute with respect to any audit conducted under Section 6.10.1audit, Xxxxxxx Caribou and Forest 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 “AccountantAudit Arbitrator”). The decision of the Accountant 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 Accountant Audit Arbitrator shall determine. If Not later than [***] days after such decision and in accordance with such decision, the Accountant concludes that additional payments were owed, or that excess payments were made during such period, then the audited Party owing such additional payments shall pay such the additional amounts, with interest from the date originally due, or the auditing Party that received such excess payments shall reimburse such the excess payments, as applicable, in either case, within [*] days after the date on which such decision is made by the Accountant.

Audit Dispute. In the event of a dispute with respect to any audit conducted under Section 6.10.14.11, Xxxxxxx AstraZeneca and Forest 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 “AccountantAuditor”). The decision of the Accountant 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 Accountant Auditor shall determine. If the Accountant concludes that additional payments were owedNot later than [* * *] days after such decision and in accordance with such decision, or that excess payments were made during such period, then the Party owing such additional payments Licensee shall pay such the additional amounts, with interest from the date originally due as provided in Section 4.9 or the Party that received such excess payments AstraZeneca shall reimburse such the excess payments, as applicable, in either case, within [*] days after the date on which such decision is made by the Accountant.

Audit Dispute. In the event of a dispute with respect to any audit conducted under Section 6.10.14.10, Xxxxxxx AbbVie and Forest 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 “AccountantAudit Arbitrator”). The decision of the Accountant 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 Accountant Audit Arbitrator shall determine. If the Accountant concludes that additional payments were owedNot later than [***] after such decision and in accordance with such decision, or that excess payments were made during such period, then the Party owing such additional payments Licensee shall pay such the additional amounts, with interest from the date originally due as provided in Section 4.9, or the Party that received such excess payments AbbVie shall reimburse such the excess payments, as applicable, in either case, within [*] days after the date on which such decision is made by the Accountant.

Audit Dispute. In the event of a dispute with respect to any audit conducted under Section 6.10.16.8, Xxxxxxx Licensor and Forest 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 “Accountant“ Arbitrator ”). The decision of the Accountant 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 Accountant Arbitrator shall determine. If Not later than [***] days after such decision and in accordance with such decision, the Accountant concludes that additional payments were owed, or that excess payments were made during such period, then the audited Party owing such additional payments shall pay such the additional amounts, with interest from the date originally due as provided in Section 6.6, or the auditing Party that received such excess payments shall reimburse such excess payments, as applicable, in either case, within [*] days after the date on which such decision is made by the Accountant.

Audit Dispute. In the event of a dispute with respect to any audit conducted Audit under Section 6.10.1Clause 5.10 (Audit), Xxxxxxx ArQule and Forest 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 's certified public accountants or to such other Person as the Parties shall mutually agree (the “Accountant”Auditor). The decision of the Accountant Auditor shall be final and the costs of such arbitration as well as the initial audit Audit shall be borne between the Parties in such manner as the Accountant Auditor shall determine. If the Accountant concludes that additional payments were owedNot later than *** days after such decision and in accordance with such decision, or that excess payments were made during such period, then the Party owing such additional payments Licensee shall pay such the additional amounts, with interest from the date originally due as provided in Clause 5.8 (Interest on Late Payments) or the Party that received such excess payments ArQule shall reimburse such the excess payments, as applicable, in either case, within [*] days after the date on which such decision is made by the Accountant.

Audit Dispute. In the event of a dispute with respect to any audit conducted under Section 6.10.17.13, Xxxxxxx Licensor and Forest 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 “AccountantAudit Arbitrator”). The decision of the Accountant 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 Accountant Audit Arbitrator shall determine. If the Accountant concludes that additional payments were owedNot later than [***] after such decision and in accordance with such decision, or that excess payments were made during such period, then the Party owing such additional payments AbbVie shall pay such the additional amounts, with interest from the date originally due as provided in Section 7.10, or the Party that received such excess payments Licensor shall reimburse such the excess payments, as applicable, in either case, within [*] days after the date on which such decision is made by the Accountant.

Audit Dispute. In the event of a dispute with respect to any audit conducted under Section 6.10.1‎8.10, Xxxxxxx Xencor and Forest 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 “AccountantArbitrator”). The decision of the Accountant 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 Accountant Arbitrator shall determine. If Not later than [***] after such decision and in accordance with such decision, the Accountant concludes that additional payments were owed, or that excess payments were made during such period, then the audited Party owing such additional payments shall pay such the additional amounts, with interest from the date originally due as provided in Section ‎8.9 or the auditing Party that received such excess payments shall reimburse such the excess payments, as applicable, in either case, within [*] days after the date on which such decision is made by the Accountant.. CONFIDENTIALEXECUTION COPY

Audit Dispute. In the event of a dispute with respect to any audit conducted under Section 6.10.15.8, Xxxxxxx Eisai and Forest the 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 “AccountantAuditor”). The decision of the Accountant Auditor shall be final and the costs of such arbitration proceeding as well as the initial audit shall be borne between the Parties in such manner as the Accountant Auditor shall determine. If Not later than [***] ([***]) days after such decision and in accordance with such decision, the Accountant concludes that additional payments were owed, or that excess payments were made during such period, then the Party owing such additional payments Licensee shall pay such the additional amounts, with interest from the date originally due as provided in Section 5.6 or the Party that received such excess payments Eisai shall reimburse such the excess payments, as applicable, in either case, within [*] days after the date on which such decision is made by the Accountant.

Audit Dispute. In the event of a dispute with respect to any audit conducted under Section 6.10.17.12, Xxxxxxx Licensor and Forest 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 “AccountantAudit Arbitrator”). The decision of the Accountant 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 Accountant Audit Arbitrator shall determine. If the Accountant concludes that additional payments were owedNot later than [***] after such decision and in accordance with such decision, or that excess payments were made during such period, then the Party owing such additional payments AbbVie shall pay such the additional amounts, amounts or the Party that received such excess payments Licensor shall reimburse such the excess payments, as applicable, in either case, within [*] days after the date on which such decision is made by the Accountant.

Audit Dispute. In the event of a dispute with respect to any audit conducted under Section 6.10.14.11, Xxxxxxx Licensor and Forest 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 “AccountantAudit Arbitrator”). The decision of the Accountant 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 Accountant Audit Arbitrator shall determine. If the Accountant concludes that additional payments were owedNot later than [***] days after such decision and in accordance with such decision, or that excess payments were made during such period, then the Party owing such additional payments Licensee shall pay such the additional amounts, with interest from the date originally due as provided in Section 4.9, or the Party that received such excess payments Licensor shall reimburse such the excess payments, as applicable, in either case, within [*] days after the date on which such decision is made by the Accountant.