Common use of Audit Dispute Clause in Contracts

Audit Dispute. If Zomedica disputes the results of any audit conducted pursuant to Section 5.3.5, the Parties 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 thirty (30) 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 binding on both Parties, and the costs of such procedure as well as the initial audit shall be borne equally between the Parties. If the Auditor determines that there has been an underpayment by Zxxxxxxx, Zomedica shall pay to Qorvo the underpayment within thirty (30) days after the Auditor’s decision, plus interest (as set forth in Section 5.5) from the original due date. If the Auditor determines that there has been an overpayment by Zxxxxxxx, then Zomedica may offset such overpayment (plus interest (as set forth in Section 5.5) from the original due date) against any future payments due to Qorvo (it being understood that if Zxxxxxxx does not owe any future payments to Qorvo, Qorvo shall pay to Zomedica the overpayment within thirty (30) days after the Auditor’s decision, plus interest (as set forth in Section 5.5) from the original due date).

Audit Dispute. If Zomedica Axovant or Benitec disputes the results of any audit conducted pursuant to Section 5.3.58.11 (Financial Records and Audit), the Parties 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 thirty (30) 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 binding on both Parties, and the costs of such procedure as well as the initial audit shall be borne equally between the PartiesParties in such manner as the Auditor shall determine. If the Auditor determines that there has been an underpayment by ZxxxxxxxAxovant, Zomedica Axovant shall then promptly pay to Qorvo Benitec the underpayment within thirty (30) days [***] after the Auditor’s decision, plus interest (as set forth in Section 5.58.8 (Late Payments)) from the original due date. If the Auditor determines that there has been an overcharge by Benitec, Benitec shall then promptly refund to Axovant the overcharge within [***] after the Auditor’s decision, plus interest (as set forth in Section 8.8 (Late Payments)) from the original due date. If the Auditor determines that there has been an overpayment by ZxxxxxxxAxovant, then Zomedica Axovant may offset take a credit for such overpayment (plus interest (as set forth in Section 5.5) from the original due date) against any future payments due to Qorvo (it being understood that if Zxxxxxxx does not owe any future payments to Qorvo, Qorvo shall pay to Zomedica the overpayment within thirty (30) days after the Auditor’s decision, plus interest (as set forth in Section 5.5) from the original due date)Benitec.

Audit Dispute. If Zomedica Pfizer disputes the results of any audit conducted pursuant to Section 5.3.58.8 (Financial Records and Audit), the Parties 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 thirty (30) days[***] Business 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 Person as the Parties shall mutually agree (the “Auditor XE "Auditor" \t "See 8.9" ”). The decision of the Auditor shall be final and binding on both Parties, and the costs of such procedure as well as the initial audit shall be borne equally between the PartiesParties in such manner as the Auditor shall determine. If the Auditor determines that there has been an underpayment by ZxxxxxxxPfizer, Zomedica Pfizer shall pay to Qorvo Sxxxx the underpayment within thirty (30) [***] days after the Auditor’s decision, plus interest (as set forth in Section 5.5) from the original due date. If the Auditor determines that there has been an overpayment by ZxxxxxxxPfizer, then Zomedica at Pfizer’s option, either Sxxxx will refund such overpayments to Pfizer within [***] days after delivery of the Auditor’s decision or Pfizer may offset take a credit for such overpayment (plus interest (as set forth in Section 5.5) from the original due date) against any future payments due to Qorvo (it being understood that if Zxxxxxxx does not owe any future payments to Qorvo, Qorvo shall pay to Zomedica the overpayment within thirty (30) days after the Auditor’s decision, plus interest (as set forth in Section 5.5) from the original due date)Sxxxx.

Audit Dispute. If Zomedica Licensee disputes the results of any audit conducted pursuant to Section 5.3.57.9 (Financial Records and Audit), the Parties 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 thirty (30) 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 binding on both Parties, and the costs of such procedure as well as the initial audit shall be borne equally allocated between the PartiesParties in such manner as the Auditor shall determine appropriate, with the Auditor allocating such costs to the Party in inverse proportion to which Party’s position more closely approximated the result reached in the Auditor’s decision. If the Auditor determines that there has been an underpayment by ZxxxxxxxLicensee, Zomedica Licensee shall pay to Qorvo Licensor the underpayment within thirty (30) days [***] after the Auditor’s decision, plus interest (as set forth in Section 5.57.7 (Late Payments)) from the original due date. If the Auditor determines that there has been an overpayment by ZxxxxxxxLicensee, then Zomedica Licensee may offset take a credit for such overpayment (plus interest (as set forth in Section 5.5) from the original due date) against any future payments due to Qorvo (it being understood that if Zxxxxxxx does not owe any future payments to Qorvo, Qorvo shall pay to Zomedica the overpayment within thirty (30) days after the Auditor’s decision, plus interest (as set forth in Section 5.5) from the original due date)Licensor.

Audit Dispute. If Zomedica EverInsight disputes the results of any audit conducted pursuant to Section 5.3.58.9 (Financial Records and Audit), the Parties 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 thirty (30) 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 Person as the Parties shall mutually agree (the “Auditor”). The decision of the Auditor shall be final and binding on both Parties, and the costs of such procedure as well as the initial audit shall be borne equally between the PartiesParties in such manner as the Auditor shall determine. If the Auditor determines that there has been an underpayment by ZxxxxxxxEverInsight, Zomedica EverInsight shall pay to Qorvo VistaGen the underpayment within thirty (30) days after the Auditor’s decision, plus interest (as set forth in Section 5.58.7 (Late Payments)) from the original due date. If the Auditor determines that there has been an overpayment by ZxxxxxxxEverInsight, then Zomedica EverInsight may offset take a credit for such overpayment (plus interest (as set forth in Section 5.5) from the original due date) against any future payments due to Qorvo (it being understood that VistaGen and, if Zxxxxxxx does not owe any there will be no future payments payment due, VistaGen shall promptly refund such overpayment to Qorvo, Qorvo shall pay to Zomedica the overpayment within thirty (30) days after the Auditor’s decision, plus interest (as set forth in Section 5.5) from the original due date)EverInsight.

Audit Dispute. If Zomedica Axovant or Benitec disputes the results of any audit conducted pursuant to Section 5.3.58.11 (Financial Records and Audit), the Parties 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 thirty (30) 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 binding on both Parties, and the costs of such procedure as well as the initial audit shall be borne equally between the PartiesParties in such manner as the Auditor shall determine. If the Auditor determines that there has been an underpayment by ZxxxxxxxAxovant, Zomedica Axovant shall then promptly pay to Qorvo Benitec the underpayment within thirty (30) days **** after the Auditor’s decision, plus interest (as set forth in Section 5.58.8 (Late Payments)) from the original due date. If the Auditor determines that there has been an overcharge by Benitec, Benitec shall then promptly refund to Axovant the overcharge within **** after the Auditor’s decision, plus interest (as set forth in Section 8.8 (Late Payments)) from the original due date. If the Auditor determines that there has been an overpayment by ZxxxxxxxAxovant, then Zomedica Axovant may offset take a credit for such overpayment (plus interest (as set forth in Section 5.5) from the original due date) against any future payments due to Qorvo (it being understood that if Zxxxxxxx does not owe any future payments to Qorvo, Qorvo shall pay to Zomedica the overpayment within thirty (30) days after the Auditor’s decision, plus interest (as set forth in Section 5.5) from the original due date)Benitec.

Audit Dispute. If Zomedica Lysovant disputes the results of any audit conducted pursuant to Section 5.3.57.8 (Financial Records and Audit), the Parties 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 thirty (30) 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 binding on both Parties, and the costs of such procedure as well as the initial audit shall be borne equally between the PartiesParties in such manner as the Auditor shall determine. If the Auditor determines that there has been an underpayment by ZxxxxxxxLysovant, Zomedica Lysovant shall pay to Qorvo iNtRON the underpayment within thirty (30) days [***] after the Auditor’s decision, plus interest (as set forth in Section 5.57.6 (Late Payments)) from the original due date. If the Auditor determines that there has been an overpayment by ZxxxxxxxLysovant, then Zomedica Lysovant may offset take a credit for such overpayment (plus interest (as set forth in Section 5.5) from the original due date) against any future payments due to Qorvo iNtRON (it being understood that if Zxxxxxxx Lysovant does not owe any future payments to QorvoiNtRON, Qorvo iNtRON shall pay to Zomedica Lysovant the overpayment within thirty (30) days [***] after the Auditor’s decision, plus interest (as set forth in Section 5.57.6 (Late Payments)) from the original due date).

Audit Dispute. If Zomedica EverInsight disputes the results of any audit conducted pursuant to Section 5.3.58.9 (Financial Records and Audit), the Parties 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 thirty (30) 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 Person as the Parties shall mutually agree (the “Auditor”). The decision of the Auditor shall be final and binding on both Parties, and the costs of such procedure as well as the initial audit shall be borne equally between the PartiesParties in such manner as the Auditor shall determine. If the Auditor determines that there has been an underpayment by ZxxxxxxxEverInsight, Zomedica EverInsight shall pay to Qorvo VistaGen the underpayment within thirty (30) days after the Auditor’s decision, plus interest (as set forth in Section 5.58.7 (Late Payments)) from the original due date. If the Auditor determines that there has been an overpayment by ZxxxxxxxEverInsight, then Zomedica EverInsight may offset take a credit for such overpayment (plus interest (as set forth in Section 5.5) from the original due date) against any future payments due to Qorvo VistaGen and, if there will be no future payment due, VistaGen shall promptly refund such overpayment to EverInsight. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*****], HAS BEEN OMITTED BECAUSE VISTAGEN THERAPEUTICS, INC. HAS DETERMINED THE INFORMATION (it being understood that if Zxxxxxxx does not owe any future payments to QorvoI) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO VISTAGEN THERAPEUTICS, Qorvo shall pay to Zomedica the overpayment within thirty (30) days after the Auditor’s decision, plus interest (as set forth in Section 5.5) from the original due date)INC. IF PUBLICLY DISCLOSED.