Common use of Audit Dispute Clause in Contracts

Audit Dispute. In the event of a dispute with respect to any audit under Section 6.9.1, UroGen and Allergan shall work in good faith to resolve the dispute. 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, Allergan shall pay the additional amounts, or UroGen shall reimburse the excess payments, as applicable.

Audit Dispute. In the event of a dispute with respect to any audit under Section 6.9.19.5, UroGen Silence and Allergan Mallinckrodt shall work in good faith to promptly resolve the disputedisagreement. 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 an independent Third Party accounting firm jointly selected by each Party’s certified public accountants the Parties 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, Allergan the audited Party shall pay the additional amounts, or UroGen 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 6.9.1Clause 7.6, UroGen AstraZeneca and Allergan Viela shall work in good faith to resolve the disputedisagreement. 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 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 [***] days after such decision and in accordance with such decision, Allergan the Party owing a True-Up Payment shall pay such True-Up Payment, with interest from the additional amounts, or UroGen shall reimburse date originally due in 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 6.9.16.9 (Audit), UroGen Xxxxxxx and Allergan Licensee shall work in good faith to resolve the disputedisagreement. 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 Party 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, Allergan the owing Party shall pay the additional amounts, or UroGen shall reimburse the excess payments, amounts as applicableprovided in Section 6.9 (Audit).

Audit Dispute. In the event of a dispute with respect to any audit under Section 6.9.1Clause 7.7, UroGen AstraZeneca and Allergan SPINCO shall work in good faith to resolve the disputedisagreement. 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 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 [***] days after such decision and in accordance with such decision, Allergan the Party owing a True-Up Payment shall pay such True-Up Payment, with interest from the additional amounts, or UroGen shall reimburse date originally due in 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 6.9.14.11, UroGen Novartis and Allergan Midatech shall work in good faith to resolve the disputedisagreement. 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, Allergan Midatech shall pay the additional amounts, with interest from the date originally due as provided in Section 4.9 or UroGen Novartis shall reimburse the excess payments, as applicable.

Audit Dispute. In the event of a dispute with respect to any audit under Section 6.9.15.8, UroGen Eisai and Allergan the Licensee shall work in good faith to resolve the disputedisagreement. 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 proceeding 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, Allergan the Licensee shall pay the additional amounts, with interest from the date originally due as provided in Section 5.6 or UroGen Eisai shall reimburse the excess payments, as applicable.

Audit Dispute. In the event of a dispute with respect to any audit under Section 6.9.17.11, UroGen AstraZeneca and Allergan Insmed shall work in good faith to resolve the disputedisagreement. 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, Allergan (i) Insmed shall pay the additional amounts, or UroGen with interest from the date originally due as provided in Section 7.9, (ii) AstraZeneca shall reimburse the excess payments, as applicable.