Common use of Audit Dispute Clause in Contracts

Audit Dispute. In the event of a dispute with respect to any audit under Section 6.8, 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 “Arbitrator”). The decision of the 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 Arbitrator shall determine. Not later than [***] days after such decision and in accordance with such decision, the audited Party shall pay the additional amounts, with interest from the date originally due as provided in Section 6.6, or the auditing Party shall reimburse such excess payments, as applicable.

Audit Dispute. In the event of a dispute with respect to any audit under Section 6.8audit, Licensor 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 “Audit Arbitrator”). The decision of the 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 Audit Arbitrator shall determine. Not later than [***] days after such decision and in accordance with such decision, the audited Party shall pay the additional amounts, with interest from the date originally due as provided in Section 6.6due, or the auditing Party shall reimburse such the excess payments, as applicable.

Audit Dispute. In the event of a dispute with respect to any audit under Section 6.8‎8.10, Licensor 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 “Arbitrator”). The decision of the 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 Arbitrator shall determine. Not later than [***] days after such decision and in accordance with such decision, the audited Party shall pay the additional amounts, with interest from the date originally due as provided in Section 6.6, ‎8.9 or the auditing Party shall reimburse such the excess payments, as applicable.. CONFIDENTIALEXECUTION COPY

Audit Dispute. In the event of a dispute with respect to any audit under Section 6.87.13, 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 “Audit Arbitrator”). The decision of the 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 Audit Arbitrator shall determine. Not later than [***] days after such decision and in accordance with such decision, the audited Party AbbVie shall pay the additional amounts, with interest from the date originally due as provided in Section 6.67.10, or the auditing Party Licensor shall reimburse such the excess payments, as applicable.

Audit Dispute. In the event of a dispute with respect to any audit Audit under Section 6.8Clause 5.10 (Audit), Licensor ArQule 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 's certified public accountants or to such other Person as the Parties shall mutually agree (the “Arbitrator”Auditor). The decision of the Arbitrator 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 Arbitrator Auditor shall determine. Not later than [***] * days after such decision and in accordance with such decision, the audited Party Licensee shall pay the additional amounts, with interest from the date originally due as provided in Section 6.6, Clause 5.8 (Interest on Late Payments) or the auditing Party ArQule shall reimburse such the excess payments, as applicable.

Audit Dispute. In the event of a dispute with respect to any audit under Section 6.85.8, Licensor Eisai and 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 “ArbitratorAuditor”). The decision of the Arbitrator 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 Arbitrator Auditor shall determine. Not later than [***] ([***]) days after such decision and in accordance with such decision, the audited Party Licensee shall pay the additional amounts, with interest from the date originally due as provided in Section 6.6, 5.6 or the auditing Party Eisai shall reimburse such the excess payments, as applicable.

Audit Dispute. In the event of a dispute with respect to any audit under Section 6.87.12, 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 “Audit Arbitrator”). The decision of the 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 Audit Arbitrator shall determine. Not later than [***] days after such decision and in accordance with such decision, the audited Party AbbVie shall pay the additional amounts, with interest from the date originally due as provided in Section 6.6, amounts or the auditing Party Licensor shall reimburse such the excess payments, as applicable.

Audit Dispute. In the event of a dispute with respect to any audit under Section 6.8, 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 “Arbitrator“ Arbitrator ”). The decision of the 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 Arbitrator shall determine. Not later than [***] days after such decision and in accordance with such decision, the audited Party shall pay the additional amounts, with interest from the date originally due as provided in Section 6.6, or the auditing Party shall reimburse such excess payments, as applicable.

Audit Dispute. In the event of a dispute with respect to any audit under Section 6.84.11, 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 “Audit Arbitrator”). The decision of the 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 Audit Arbitrator shall determine. Not later than [***] days after such decision and in accordance with such decision, the audited Party Licensee shall pay the additional amounts, with interest from the date originally due as provided in Section 6.64.9, or the auditing Party Licensor shall reimburse such the excess payments, as applicable.