Common use of Financial Audit Rights Clause in Contracts

Financial Audit Rights. GW shall keep, and procure that its Affiliates keep, complete, true and accurate books and records in accordance with its Accounting Standards in sufficient detail for NOVARTIS to determine the Direct Manufacturing Costs from time to time. GW will keep such books and records for at least three (3) Contract Years following the end of the fiscal year to which they pertain. NOVARTIS may, upon written request and at its expense (except as provided for in Clause 12.2), cause an internationally-recognized independent accounting firm selected by it (except one to whom GW has a reasonable objection), (the “Audit Team”) to audit during ordinary business hours, at such place or places as they are customarily kept, the books and records of GW and its Affiliates for a given Contract Year and the correctness of the Direct Manufacturing Cost in such year. Prior to commencing its work pursuant to this Agreement, the Audit Team shall enter into an appropriate confidentiality agreement with GW. In respect of each audit of GW’s books and records: (i) GW shall be audited not more frequently than once per Contract Year; (ii) no records for any given Contract Year may be audited more than once; and (iii) NOVARTIS shall only be entitled to audit books and records of GW from the three (3) Contract Years prior to the Contract Year in which the audit request is made. In order to initiate an audit for a particular Contract Year, NOVARTIS must provide written notice to GW, which notice shall include one or more proposed dates for the audit and which notice shall be given not less than forty-five (45) days prior to the first proposed audit date. GW will reasonably accommodate the scheduling of such audit. GW shall provide the Audit Team(s) with full and complete access to the applicable books and records and otherwise reasonably cooperate with such audit. GW shall have the right to request a further determination by such Audit Team as to matters which GW disputes within thirty (30) days following receipt of such report. GW will provide NOVARTIS and the Audit Team with a reasonably detailed statement of the grounds upon which it disputes any findings in the audit report and the Audit Team shall undertake to complete such further determination within thirty (30) days after the dispute notice is provided, which determination shall be limited to the disputed matters. If the Parties disagree as to such further determination, the Parties agree that they shall use reasonable efforts, through the participation of finance representatives of both companies, to resolve any dispute arising in relation to any audit conducted hereunder by good faith discussion. If, despite using such good faith efforts, the Parties are unable to resolve an audit related dispute NOVARTIS and GW shall mutually select an internationally recognized independent accounting firm that shall make a final determination as to the remaining matters in dispute, which determination shall be binding upon the Parties. Neither the Audit Team, nor any accountants appointed under this Clause 12.1 shall disclose to NOVARTIS any information relating to the business of the Auditee except that which should properly have been contained in any report required hereunder or is otherwise required to be disclosed to such Party to verify the payments required to be made pursuant to the terms of this Agreement.

Financial Audit Rights. GW Osm Kft shall keephave the right, while this Agreement is in effect and procure that its Affiliates keepfor a period of twelve (12) months thereafter, complete, true and accurate books and records in accordance with its Accounting Standards in sufficient detail for NOVARTIS to determine the Direct Manufacturing Costs from time to time. GW will keep such books and records for at least three (3) Contract Years following the end of the fiscal year to which they pertain. NOVARTIS may, upon written request and at its expense (except as provided for in Clause 12.2), cause an internationally-recognized independent accounting firm selected by it (except one to whom GW has a reasonable objection), (the “Audit Team”) to audit during ordinary business hours, at such place or places as they are customarily kept, the books and records accuracy of GW and its Affiliates for a given Contract Year and the correctness of the Direct Manufacturing Cost in such year. Prior to commencing its work pursuant to any payment obligations under this Agreement, the Audit Team including Price changes or invoices issued by Mallinckrodt in accordance herewith, which audits shall enter into an appropriate confidentiality agreement with GW. In respect of each audit of GW’s books and records: (i) GW shall not be audited not conducted more frequently than once per Contract Year; (ii) no records for any given Contract Year calendar year unless Osm Kft notifies Mallinckrodt that it has a good faith belief that Mallinckrodt has not calculated Prices accurately. Audits may be audited conducted only by an independent auditing firm (“Auditor”) retained by Osm Kft and agreed upon by Mallinckrodt, such agreement not to be unreasonably withheld. Osm Kft shall provide Mallinckrodt with thirty (30) days’ prior written notice of any audit. Records relevant to any audit shall be available for examination during regular business hours for a period of twelve (12) months after expiration or termination of this Agreement, or such other longer period as is required by Applicable Law. No records with respect to any particular period of time and subject to audit shall be examined on more than once; one occasion. The Auditor may examine Mallinckrodt5s records relating to this Agreement for the sole purpose of verifying the accuracy of any Price changes, payment obligations or invoices issued by Mallinckrodt hereunder. With regard to such calculations, the Auditor shall disclose to Osm Kft, with a copy to Mallinckrodt, only whether the Price or invoicing is correct or incorrect, and the amount of discrepancy, if any. If and to the extent Mallinckrodt is not in disagreement with some or all of the amounts reported by the Auditor to have been overcharged by Mallinckrodt, such amounts shall be refunded by Mallinckrodt to Osm Kft within sixty (iii60) NOVARTIS shall only be entitled to audit books and records of GW calendar days from the three (3) Contract Years prior to accountant’s report. If, on the Contract Year other hand, Mallinckrodt disagrees, reasonably and in which good faith, with some or all of the conclusions set forth in any audit request is made. In order to initiate an audit for a particular Contract Yearreport issued by the Auditor, NOVARTIS must provide written notice to GWMallinckrodt shall notify Osm Kft, which notice shall include one or more proposed dates for the audit in writing and which notice shall be given not less than forty-five (45) days prior to the first proposed audit date. GW will reasonably accommodate the scheduling of such audit. GW shall provide the Audit Team(s) with full and complete access to the applicable books and records and otherwise reasonably cooperate with such audit. GW shall have the right to request a further determination by such Audit Team as to matters which GW disputes within thirty (30) calendar days following after Mallinckrodt’s receipt of such any audit report. GW will provide NOVARTIS , of the nature of its disagreement and the Audit Team with Parties thereafter shall attempt in good faith and for a reasonably detailed statement period of the grounds upon which it disputes any findings in the audit report and the Audit Team shall undertake to complete such further determination within thirty (30) calendar days after the dispute notice is provided, which determination shall be limited to the disputed matters. If (or for such longer period as the Parties disagree as to such further determination, the Parties agree that they shall use reasonable efforts, through the participation of finance representatives of both companies, may agree) to resolve any dispute arising in relation to any audit conducted hereunder by good faith discussion. Ifsuch disagreement but if, despite using within such good faith effortstime, the Parties they are unable to resolve an audit related reach a resolution of all issues, any remaining issues in dispute NOVARTIS and GW shall mutually select an internationally recognized independent be referred to a third party accounting firm that shall make with whom neither Party regularly does business (“Arbiter”) for a final determination as resolution. The Arbiter must adopt one Party’s position with respect to each disputed issue and the remaining matters in dispute, which determination Arbiter’s decision shall be binding upon the Partiesfinal and nonappealable. Neither the Audit Team, nor any accountants appointed under this Clause 12.1 shall disclose to NOVARTIS any information relating to the business The fees and expenses of the Auditee except that Arbiter shall be borne by the non-prevailing party. Osm Kft shall bear the full cost of any audit by the Auditor unless it has been agreed or conclusively determined there was an overcharge of more than [***] of the amount actually owed by Osm Kft during any applicable audited period, in which should properly have been contained in any report required hereunder or is otherwise required to be disclosed to case Mallinckrodt shall reimburse Osm Kft for its reasonable third xxxxx out-of-pocket costs incurred for such Party to verify the payments required to be made pursuant to the terms of this Agreementaudit.

Financial Audit Rights. GW shall keep(a) During the Term, and procure that its Affiliates keep, complete, true and accurate books and records in accordance with its Accounting Standards in sufficient detail for NOVARTIS to determine the Direct Manufacturing Costs from time to time. GW will keep such books and records for at least three (3) Contract Years following the end of the fiscal year to which they pertain. NOVARTIS may, upon written request and at its expense (except as provided for in Clause 12.2), cause an internationally-recognized independent accounting firm selected by it (except one to whom GW has a reasonable objection), (the “Audit Team”) to audit during ordinary business hours, at such place or places as they are customarily kept, the books and records of GW Buyer and its Affiliates for a given Contract Year and the correctness of the Direct Manufacturing Cost in such year. Prior to commencing its work pursuant to this Agreement, the Audit Team shall enter into an appropriate confidentiality agreement with GW. In respect of each audit of GW’s books and records: (i) GW shall be audited not more frequently than once per Contract Year; (ii) no records for any given Contract Year may be audited more than once; and (iii) NOVARTIS shall only be entitled to audit books and records of GW from the three (3) Contract Years prior to the Contract Year in which the audit request is made. In order to initiate an audit for a particular Contract Year, NOVARTIS must provide written notice to GW, which notice shall include one or more proposed dates for the audit and which notice shall be given not less than forty-five (45) days prior to the first proposed audit date. GW will reasonably accommodate the scheduling of such audit. GW shall provide the Audit Team(s) with full and complete access to the applicable books and records and otherwise reasonably cooperate with such audit. GW authorized Representatives shall have the right right, exercisable on reasonable notice to request a further determination by such Audit Team as Seller of at least ten Business Days, to matters which GW disputes within thirty audit, examine, and make copies of, or extracts from, all financial and related records of Seller (30in whatever form they may be kept, whether written, electronic, or other) days following receipt of such report. GW will provide NOVARTIS and the Audit Team with a reasonably detailed statement of the grounds upon which it disputes any findings in the audit report and the Audit Team shall undertake to complete such further determination within thirty (30) days after the dispute notice is provided, which determination shall be limited during regular business hours relating only to the disputed matters. If the Parties disagree as to such further determination, the Parties agree that they shall use reasonable efforts, through the participation of finance representatives of both companies, to resolve any dispute arising in relation to any audit conducted hereunder by good faith discussion. If, despite using such good faith efforts, the Parties are unable to resolve an audit related dispute NOVARTIS Buyer’s Purchaser Order and GW shall mutually select an internationally recognized independent accounting firm that shall make a final determination as to the remaining matters in dispute, which determination shall be binding upon the Parties. Neither the Audit Team, nor any accountants appointed under this Clause 12.1 shall disclose to NOVARTIS any information relating to the business of the Auditee except that which should properly have been contained in any report required hereunder or is otherwise required to be disclosed to such Party to verify the payments required to be made pursuant to general compliance with the terms of this Agreement. (b) All such records and information shall be deemed to be Seller’s Confidential Information hereunder. Additionally, Buyer shall only be entitled to perform such audits a maximum of two times per year during the Term, unless any such audit during that year of the Term shows discrepancies between Seller’s reports to Buyer and Seller’s records, upon which Buyer may thereafter perform audits once per quarter of the Term, and unless any additional audit is initiated by any of Buyer’s auditors or a Regulatory Authority. (c) The purpose of any examination conducted shall be for Buyer to confirm compliance with the terms of this Agreement and that all information provided by Seller (or any of its Affiliates) to Buyer regarding the Products (including, the Production or sale thereof) or other matters relating to the calculations of amounts owing by a Party hereunder (or any of their respective Affiliates) are true and correct in all respects. (d) In the event any audit examination reveals that the amounts paid by Xxxxx to Seller hereunder in respect of the purchase or sale of Products were incorrect, Buyer shall present its findings to Seller and Seller shall have 15 Business Days to either agree that the adjustments identified by Buyer are required to be made or to deliver a written notice of objection to Buyer (an “Audit Objection Notice”) setting forth Seller’s objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s disagreement therewith. If Seller fails to deliver an Audit Objection Notice within such 15 Business Day period, Seller will be deemed to have accepted Buyer’s findings and payments shall be made by Seller within 15 Business Days to give effect to such adjustments. (e) If Seller delivers an Audit Objection Notice before the expiration of the 15 Business Day review period, Buyer and Seller shall negotiate to resolve such objections within 15 Business Days after the delivery of the Audit Objection Notice (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, payments shall be made within five Business Days to effect any adjustments agreed to by the Parties during such Resolution Period by the Party obligated to make such payments. (f) If Buyer and Seller fail to reach an agreement with respect to all of the matters set forth in the Audit Objection Notice before expiration of the Resolution Period, then, unless otherwise agreed to by the Parties, any amounts remaining in dispute (“Disputed Amounts”) shall be submitted for resolution to the office of a mutually agreeable and impartial nationally recognized firm of independent public accountants other than Buyer’s accountants or Seller’s accountants (the “Independent Accountant”) who, acting as expert and not arbitrator, shall resolve the Disputed Amounts only. The Independent Accountant shall only decide the specific items under dispute by the Parties. The fees and expenses of the Independent Accountant shall be paid by Xxxxx, on the one hand, and by Seller, on the other hand, based upon the percentage that the amount actually contested but not awarded to Buyer or Seller, respectively, bears to the aggregate amount actually contested by Xxxxx and Seller

Financial Audit Rights. GW ALLERGAN shall keeppermit its independent registered public accounting firm, who as of the Effective Date is Ernst & Young LLP, acting for GSK, to have access, no more than once in each calendar year during the term of this Supply Agreement, during regular business hours and procure that its Affiliates keep, complete, true and accurate books and records in accordance with its Accounting Standards in sufficient detail for NOVARTIS to determine the Direct Manufacturing Costs from time to time. GW will keep such books and records for upon at least three (3) Contract Years following the end of the fiscal year to which they pertain. NOVARTIS may, upon written request and at its expense (except as provided for in Clause 12.2), cause an internationally-recognized independent accounting firm selected by it (except one to whom GW has a reasonable objection), (the “Audit Team”) to audit during ordinary business hours, at such place or places as they are customarily kept, the books and records of GW and its Affiliates for a given Contract Year and the correctness of the Direct Manufacturing Cost in such year. Prior to commencing its work pursuant to this Agreement, the Audit Team shall enter into an appropriate confidentiality agreement with GW. In respect of each audit of GW’s books and records: (i) GW shall be audited not more frequently than once per Contract Year; (ii) no records for any given Contract Year may be audited more than once; and (iii) NOVARTIS shall only be entitled to audit books and records of GW from the three (3) Contract Years prior to the Contract Year in which the audit request is made. In order to initiate an audit for a particular Contract Year, NOVARTIS must provide written notice to GW, which notice shall include one or more proposed dates for the audit and which notice shall be given not less than forty-five (45) days prior to the first proposed audit date. GW will reasonably accommodate the scheduling of such audit. GW shall provide the Audit Team(s) with full and complete access to the applicable books and records and otherwise reasonably cooperate with such audit. GW shall have the right to request a further determination by such Audit Team as to matters which GW disputes within thirty (30) days following receipt days' written notice, to ALLERGAN's records and books only to the extent necessary to determine the accuracy of the Standard Cost or Recalculated Standard Cost (as the case may be). Any report provided by ALLERGAN's *** Certain confidential information contained in this document, marked with 3 asterisks, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. company appointed auditors to GSK shall, unless mutually agreed between the parties, be limited to: (i) a statement to verify that the Standard Cost is consistent or equivalent with ALLERGAN's internal standard cost; and (ii) in circumstances where the Standard Cost or Recalculated Standard Cost charged by ALLERGAN has been determined by the auditor to have been higher than ALLERGAN's internal standard cost , disclosure of the actual standard cost. If such examination results in a determination that the Standard Cost or Recalculated Standard Cost has been overstated, amounts overpaid by GSK shall be refunded by ALLERGAN promptly. The fees and expenses of ALLERGAN's company appointed auditors for conducting the services set out in this Section 3.6 shall be paid by GSK unless the examination results in a determination that Standard Cost or Recalculated Standard Cost have been overstated, or that amounts have been overpaid by GSK, by more than *** for the period examined, in which case ALLERGAN shall pay all reasonable costs and expenses of such report. GW will provide NOVARTIS and the Audit Team with a reasonably detailed statement of the grounds upon which it disputes any findings in the audit report and the Audit Team shall undertake to complete such further determination within thirty (30) days after the dispute notice is provided, which determination shall be limited to the disputed matters. If the Parties disagree as to such further determination, the Parties agree that they shall use reasonable efforts, through the participation of finance representatives of both companies, to resolve any dispute arising in relation to any audit conducted hereunder by good faith discussion. If, despite using such good faith efforts, the Parties are unable to resolve an audit related dispute NOVARTIS and GW shall mutually select an internationally recognized independent accounting firm that shall make a final determination as to the remaining matters in dispute, which determination shall be binding upon the Parties. Neither the Audit Team, nor any accountants appointed under this Clause 12.1 shall disclose to NOVARTIS any information relating to the business of the Auditee except that which should properly have been contained in any report required hereunder or is otherwise required to be disclosed to such Party to verify the payments required to be made pursuant to the terms of this Agreementauditor.

Financial Audit Rights. GW Each Party shall keep, keep and procure that its Affiliates keep, complete, true maintain for at least ten (10) years complete and accurate books and records in accordance with its Accounting Standards in sufficient detail for NOVARTIS to determine allow confirmation of any payment and Development cost calculations made hereunder, unless under local Applicable Law a longer timeframe is required. Upon the Direct Manufacturing Costs from time to time. GW will keep such books and records for at least three (3) Contract Years following the end of the fiscal year to which they pertain. NOVARTIS may, upon written request of a Party (“Auditing Party”) and at its expense not more than once in each Calendar Year, the other Party (except as provided for in Clause 12.2), cause “Audited Party”) shall permit an independent certified public accounting firm of internationally-recognized independent standing, selected by the Auditing Party (provided that the Auditing Party shall not without the Audited Party’s prior written consent select the same public accounting firm selected by it that conducts the Auditing Party’s annual financial statement audit) and reasonably acceptable to the Audited Party, at the Auditing Party’s expense, to have access, with not less than thirty (except one to whom GW has a reasonable objection)30) days’ notice, (the “Audit Team”) to audit during ordinary normal business hours, at such place or places as they are customarily kept, to the books and records of GW the Audited Party and its Affiliates for a given Contract Year and as may be reasonably necessary to verify the correctness accuracy of the Direct Manufacturing Cost in such year. Prior to commencing its work pursuant to this Agreement, the Audit Team shall enter into an appropriate confidentiality agreement with GW. In respect of each audit of GW’s books and records: (i) GW shall be audited payments hereunder for any Calendar Year ending not more frequently than once per Contract Year; thirty-six (ii36) no records for any given Contract Year may be audited more than once; and (iii) NOVARTIS shall only be entitled to audit books and records of GW from the three (3) Contract Years months prior to the Contract Year in which date of such request. The accounting firm will be instructed to provide its audit report first to the Audited Party, and will be further instructed to redact any Confidential Information of the Audited Party not relevant to verifying the accuracy of payments or Development costs prior to providing that audit request is madereport to the Auditing Party. In order to initiate an The accounting firm’s audit for a particular Contract Yearreport shall state whether the applicable report(s) is/are correct or not, NOVARTIS must provide written notice to GWand, which notice shall include one or more proposed dates for if applicable, the audit and which notice specific details concerning any discrepancies. No other information shall be given not less than forty-five (45) days prior shared. If such accounting firm concludes that additional monies were owed by the Audited Party to the first proposed audit date. GW will reasonably accommodate other, the scheduling of such audit. GW Audited Party shall provide pay the Audit Team(s) with full and complete access to the applicable books and records and otherwise reasonably cooperate with such audit. GW shall have the right to request a further determination by such Audit Team as to matters which GW disputes additional monies against invoice within thirty (30) days following receipt of such report. GW will provide NOVARTIS and the Audit Team with a reasonably detailed statement of the grounds upon which it disputes any findings date the Audited Party receives such accounting firm’s written report so concluding. The fees charged by such accounting firm shall be paid by the Auditing Party; provided if an error in favor of the Auditing Party of more than ten percent (10%) is discovered, then the Audited Party shall pay the reasonable fees and expenses charged by such accounting firm. Any audit reports provided hereunder shall be the Confidential Information of the Audited Party. Takeda shall either: (a) require each of its Affiliates to maintain similar books and records and to open such records for inspection to the accounting firm in the manner paralleling that set forth in this Section 8.5, or (b) obtain such audit report rights from its Affiliates for itself and exercise such audit rights on behalf of Sucampo upon Sucampo’s request and disclose the Audit Team shall undertake results thereof to complete such further determination within thirty (30) days after the dispute notice is provided, which determination Sucampo. In either case Sucampo shall be limited to deemed the disputed matters. If Auditing Party, and such Affiliates and other Sublicensees of Takeda the Parties disagree as to such further determination, the Parties agree that they shall use reasonable efforts, through the participation of finance representatives of both companies, to resolve any dispute arising in relation to any audit conducted hereunder by good faith discussion. If, despite using such good faith efforts, the Parties are unable to resolve an audit related dispute NOVARTIS and GW shall mutually select an internationally recognized independent accounting firm that shall make a final determination as to the remaining matters in dispute, which determination shall be binding upon the Parties. Neither the Audit Team, nor any accountants appointed under this Clause 12.1 shall disclose to NOVARTIS any information relating to the business of the Auditee except that which should properly have been contained in any report required hereunder or is otherwise required to be disclosed to such Audited Party to verify the payments required to be made pursuant to the terms for purposes of this AgreementSection 8.6.

Financial Audit Rights. GW During the term of this Agreement and for a period of [***] years thereafter, at the request and expense of VF, subject to the terms of the applicable agreement between CCX and a CMO, CCX shall keeppermit an independent, certified public accountant of nationally recognized standing appointed by VF, and procure that its Affiliates keepreasonably acceptable to CCX, completeduring normal business hours and upon not less than [***] Business Days prior notice and in compliance with the audit limitations of any CMO agreement, true but in no case more than [***] per calendar year, to examine such records of CCX as may be necessary for the sole purpose of verifying the calculation and accurate books and records in accordance with its Accounting Standards in sufficient detail for NOVARTIS to determine the Direct Manufacturing Costs from time to time. GW will keep such books and records for at least three (3) Contract Years following the end reporting of the fiscal year payments payable under this Agreement for any period within the preceding [***] calendar years. Results of any such examination shall be made available to both VF and CCX. Such accountant shall disclose to VF only the amounts which they pertainthe accountant believes to be due and payable hereunder to VF or due and payable to CCX, and any information reasonably necessary for VF to evaluate any discrepancy from the amount paid and the amount due, and shall disclose no other information revealed in such audit. NOVARTIS mayAny and all records examined by such accountant shall be deemed CCX’s Confidential Information, upon written request and at its expense (except which may not be disclosed by such accountant to any Third Party. If, as provided for in Clause 12.2), cause an internationally-recognized independent accounting firm selected by it (except one to whom GW has a reasonable objection), (the “Audit Team”) to audit during ordinary business hours, at such place or places as they are customarily kept, result of any inspection of the books and records of GW and its Affiliates for CCX, it is shown that payments made by VF under this Agreement were more than the amount that should have been made, then CCX shall promptly refund any amount required to eliminate any discrepancy revealed by said inspection, such refund to occur in any event within [***] days after notice thereof. If, as a given Contract Year and the correctness result of any inspection of the Direct Manufacturing Cost in such year. Prior to commencing its work pursuant to this Agreement, the Audit Team shall enter into an appropriate confidentiality agreement with GW. In respect of each audit of GW’s books and records: (i) GW shall be audited not more frequently than once per Contract Year; (ii) no records for any given Contract Year may be audited more than once; and (iii) NOVARTIS shall only be entitled to audit books and records of GW from the three (3) Contract Years prior to the Contract Year in which the audit request CCX, it is made. In order to initiate an audit for a particular Contract Year, NOVARTIS must provide written notice to GW, which notice shall include one or more proposed dates for the audit and which notice shall be given not shown that payments made by VF under this Agreement were less than forty-five (45) days prior the amount that should have been made, then VF shall promptly pay to CCX the first proposed audit date. GW will reasonably accommodate difference between the scheduling of such audit. GW shall provide the Audit Team(s) with full and complete access to the applicable books and records and otherwise reasonably cooperate with such audit. GW shall have the right to request a further determination by such Audit Team as to matters which GW disputes within thirty (30) days following receipt of such report. GW will provide NOVARTIS amount actually paid and the Audit Team with a reasonably detailed statement of the grounds upon which it disputes any findings in the audit report and the Audit Team shall undertake to complete such further determination amount that should have been paid within thirty (30) [***] days after the dispute notice is providedconclusion of such inspection. VF shall pay for such audits, which determination except that in the event that CCX overcharged such payments by more than [***] during the period in question as per the audit, CCX shall be limited to pay the disputed matters. If the Parties disagree as to such further determination, the Parties agree that they shall use reasonable efforts, through the participation of finance representatives of both companies, to resolve any dispute arising in relation to any audit conducted hereunder by good faith discussion. If, despite using such good faith efforts, the Parties are unable to resolve an audit related dispute NOVARTIS and GW shall mutually select an internationally recognized independent accounting firm that shall make a final determination as to the remaining matters in dispute, which determination shall be binding upon the Parties. Neither the Audit Team, nor any accountants appointed under this Clause 12.1 shall disclose to NOVARTIS any information relating to the business costs of the Auditee except that which should properly have been contained in any report required hereunder or is otherwise required to be disclosed to such Party to verify the payments required to be made pursuant to the terms of this Agreementaudit.