Common use of Audit Dispute Clause in Contracts

Audit Dispute. The results of each audit, if any, shall be binding on both Parties absent manifest error. In the event of a dispute with respect to any audit under Section 5.9, MedImmune 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 “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, Licensee shall pay the additional amounts, with interest from the date originally due, MedImmune shall reimburse the excess payments, as applicable. shall reimburse the excess payments, as applicable. Confidential Treatment Requested by Kiniksa Pharmaceuticals, Ltd.

Appears in 3 contracts

Samples: License Agreement (Kiniksa Pharmaceuticals, Ltd.), License Agreement (Kiniksa Pharmaceuticals, Ltd.), License Agreement (Kiniksa Pharmaceuticals, Ltd.)

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Audit Dispute. The results of each audit, if any, shall be binding on both Parties absent manifest error. In the event of a dispute with respect to any audit under Section 5.94.11, MedImmune 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 an independent certified public accounting firm of international standing, other than the Auditor that conducted the audit under Section 4.11, jointly *** CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], 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. selected by each Party’s certified public accountants or to such other Person as the Parties shall mutually agree (the “Dispute Auditor”). The decision of the Dispute 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, Licensee shall pay the additional amounts, with interest from the date originally duedue as provided in Section 4.9, or MedImmune shall reimburse the excess payments, as applicable. shall reimburse the excess payments, as applicable. Confidential Treatment Requested by Kiniksa Pharmaceuticals, Ltd..

Appears in 2 contracts

Samples: License Agreement (PhaseBio Pharmaceuticals Inc), License Agreement (PhaseBio Pharmaceuticals Inc)

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Audit Dispute. The results of each audit, if any, shall be binding on both Parties absent manifest error. In the event of a dispute with respect to any audit under Section 5.9, MedImmune 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 “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, Licensee shall pay the additional amounts, with interest from the date originally due, MedImmune shall reimburse the excess payments, as applicable. shall reimburse the excess payments, as applicable. Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Confidential Treatment Requested by Kiniksa Pharmaceuticals, Ltd.

Appears in 1 contract

Samples: License Agreement

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