Common use of Audit Dispute Clause in Contracts

Audit Dispute. In the event of a dispute with respect to any audit under Section 4.9 (Audit), 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 [***], 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 [***] 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 4.7 (Interest on Late Payments) or AstraZeneca shall reimburse the excess payments, as applicable.

Audit Dispute. In the event of a dispute with respect to any audit under Section 4.9 (Audit)5.10, 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 [***], 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 [***] 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 4.7 (Interest on Late Payments) 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 4.9 (Audit)7.11, AstraZeneca and Licensee Insmed 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 [***], 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 [***] after such decision and in accordance with such decision, Licensee (i) Insmed shall pay the additional amounts, with interest from the date originally due as provided in Section 4.7 7.9, (Interest on Late Paymentsii) or AstraZeneca shall reimburse the excess payments, as applicable.

Audit Dispute. In the event of a dispute with respect to any audit under Section 4.9 (Audit)Clause 7.7, AstraZeneca and Licensee SPINCO 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 [***], the dispute shall be submitted for resolution to a certified an independent registered public accounting firm jointly selected by each Party’s certified independent registered 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 proceeding as well as the initial audit shall be borne between the Parties in such manner as the Auditor shall determine. Not later than [***] after such decision and in accordance with such decision, Licensee the Party owing a True-Up Payment shall pay the additional amountssuch True-Up Payment, with interest from the date originally due as provided in Section 4.7 (Interest on Late Payments) or AstraZeneca shall reimburse accordance with the excess payments, as applicableinterest rate set out in Clause 8.3.

Audit Dispute. In the event of a dispute with respect to any audit under Section 4.9 (Audit)Clause 7.6, AstraZeneca and Licensee Viela 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 [***], the dispute shall be submitted for resolution to a certified an independent registered public accounting firm jointly selected by each Party’s certified independent registered 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 proceeding as well as the initial audit shall be borne between the Parties in such manner as the Auditor shall determine. Not later than [***] after such decision and in accordance with such decision, Licensee the Party owing a True-Up Payment shall pay the additional amountssuch True-Up Payment, with interest from the date originally due as provided in Section 4.7 (Interest on Late Payments) or AstraZeneca shall reimburse accordance with the excess payments, as applicableinterest rate set out in Clause 8.3.