Common use of Audit Dispute Clause in Contracts

Audit Dispute. In the event of a dispute with respect to any audit under Section 7.13.1, Morphic and AbbVie 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 [***] after one Party notifies the other Party of such dispute, the Parties shall submit such dispute 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 resolution 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, AbbVie shall pay the additional amounts, with interest from the date originally due as provided in Section 7.11, or Morphic shall reimburse the excess payments, as applicable.

Audit Dispute. In the event of a dispute with respect to any audit under Section 7.13.1clause 5.10(b), Morphic Heptares and AbbVie Neurocrine 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 [***] after one Party notifies the other Party of such disputedays, the Parties dispute shall submit such dispute 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 “"Dispute Auditor”"). The decision of the Dispute Auditor shall be final and the costs of such dispute resolution 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, AbbVie the Parties shall pay the additional amounts, with interest from the date originally due make reconciling payments as provided described in Section 7.11, or Morphic shall reimburse the excess payments, as applicable5.10(c).