Common use of Development Costs Clause in Contracts

Development Costs. (a) Within one hundred eighty (180) days following the Closing Date, Seller shall prepare and furnish to Purchaser a calculation of the aggregate Development Costs for the Future Restaurant with supporting documentation in reasonable detail. If, within fifteen (15) days after receipt of Seller’s calculation, Purchaser does not notify Seller as set forth in the following sentence, such calculation shall be final and binding on the Parties. During such period, Seller shall provide Purchaser with all information reasonably necessary and available to Seller relating to the computation of the Development Costs and Seller will make reasonably available the employees of Seller responsible for and knowledgeable about the information used in, and the preparation of, such computation of the Development Costs. If, within fifteen (15) days after receipt of Seller’s calculation, Purchaser notifies Seller in writing that Purchaser objects to one or more items reflected in Seller’s calculation, Purchaser and Seller shall seek in good faith to resolve such objections and to reach agreement in writing on the calculation. If any such objections are not so resolved (the “Unresolved Objections”) within thirty (30) days after Seller’s receipt of Purchaser’s notice of objection, either Seller or Purchaser may submit the Unresolved Objections to an independent accounting firm mutually agreed upon by Seller and Purchaser (the “Accounting Firm”) for resolution, which resolution will be final and binding on the Parties. The scope of the review by the Accounting Firm shall be limited to a determination of the Unresolved Objections and a determination as to what, if any, adjustments are required to be made to the calculation based upon the determination of such Unresolved Objections. The Accounting Firm is not to make or be asked to make any determination other than as set forth in the previous sentence. Purchaser and Seller shall use commercially reasonable efforts to cause the Accounting Firm to render its written decision resolving the matters submitted to it as promptly as practicable and, if at all possible, within thirty (30) days after such submission of the Unresolved Objections. The fees and expenses of the Accounting Firm incurred pursuant to this Section 3.04(a) shall be borne by Purchaser, on the one hand, and Seller, on the other hand, in proportion to those matters submitted to the Accounting Firm that are resolved against that Party, as such fees and expenses are allocated by the Accounting Firm pursuant to the foregoing.

Development Costs. (a) Within With respect to the Licensed Product, during the Initial Development Period, NVS will be responsible for one hundred eighty percent (180100%) days following the Closing Date, Seller shall prepare and furnish to Purchaser a calculation of the aggregate all Development Costs for the Future Restaurant with supporting documentation in reasonable detail. If, within fifteen (15) days after receipt of Seller’s calculation, Purchaser does not notify Seller as set forth in the following sentence, such calculation shall be final and binding on the PartiesJSC approved Development Plan. During such period, Seller shall provide Purchaser with all information reasonably necessary and available to Seller relating to the computation Initial Development Period commencing upon the first Calendar Quarter immediately following JSC approval of the Development Plan for the Licensed Product and continuing thereafter so long as Pliant incurs Development Costs and Seller under this Agreement, Pliant will, within [***] Business Days of such Calendar Quarter submit to NVS a report setting forth the Development Costs it incurred in such Calendar Quarter with respect to Licensed Products as approved by the JSC. Each such report will make specify in reasonable detail all such costs, and, if requested by NVS, any such invoices or other supporting documentation for any Out-of-Pocket Costs paid or payable to a Third Party or with respect to which documentation is otherwise reasonably available the employees of Seller responsible for and knowledgeable about the information used inrequested will be promptly provided, and in the preparation of, such computation case of the report provided for the fourth Calendar Quarter of a given Calendar Year, shall additionally include an assessment of actual aggregate costs incurred for the preceding four (4) Calendar Quarters compared with the JSC approved Development CostsBudget for the same Calendar Year. If, NVS will reimburse the Development Costs incurred by Pliant as detailed in such report within fifteen (15) [***] days after of receipt of Seller’s calculationPliant's invoice for such amount, Purchaser notifies Seller in writing that Purchaser objects which invoice will be delivered by Pliant to one or more items reflected in Seller’s calculation, Purchaser and Seller shall seek in good faith to resolve such objections and to reach agreement in writing on the calculation. If any such objections are not so resolved (the “Unresolved Objections”) within thirty (30) NVS no sooner than [***] days after Seller’s following NVS' receipt of Purchaser’s notice the report from Pliant; provided, however, that in the event of objection, either Seller or Purchaser may submit the Unresolved Objections to an independent accounting firm mutually agreed upon by Seller and Purchaser (the “Accounting Firm”) for resolution, which resolution will be final and binding on the Parties. The scope of the review by the Accounting Firm shall be limited to a determination of the Unresolved Objections and a determination as to what, if any, adjustments are required to be made any disagreement with respect to the calculation based upon the determination of such Unresolved Objectionsreimbursable Development Costs, any undisputed portion of such reimbursement payment will be paid in accordance with the foregoing timetable and the remaining, disputed portion will be paid within [***] Business Days after the date on which the Parties, using good faith efforts, resolve the dispute. The Accounting Firm is not to make or be asked to make any determination other than as set forth in the previous sentence. Purchaser and Seller shall use commercially reasonable efforts to cause the Accounting Firm to render its written decision resolving the matters submitted to it as promptly as practicable and, if at all possible, within thirty (30) days after such submission of the Unresolved Objections. The fees and expenses of the Accounting Firm incurred pursuant to this Section 3.04(a) shall be borne by Purchaser, on the one hand, and Seller, on the other hand, in proportion to those matters submitted to the Accounting Firm that are resolved against that Party, as such fees and expenses are allocated by the Accounting Firm pursuant to Notwithstanding the foregoing, during the Initial Development Period, NVS will not be obligated to reimburse Pliant for any Development Costs for Licensed Products in excess of [***] dollars ($[***]) (the "Development Reimbursement Cap"). Following the Initial Development Period, NVS will be solely responsible for, at its sole cost and expense, Developing the Licensed Product. [***] Certain information in this document has been omitted from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.

Development Costs. GNE shall be responsible for, and shall reimburse SGEN on a [***] basis for, all costs and expenses actually incurred by or on behalf of SGEN in connection with SGEN’s performance of its Development responsibilities specified in the Development Plan and agreed to by SGEN pursuant to Section 4.1(b). In particular, GNE shall reimburse SGEN for such costs and expenses as follows: (a) Within one hundred eighty [***]; and (180b) days following [***]. For clarity, Development activities are exclusive of any Other SGEN Research activities and [***], at which time GNE shall reimburse SGEN for all costs and expenses actually incurred by or on behalf of SGEN since the Closing Date, Seller shall prepare Execution Date in connection with SGEN’s performance of such [***]. In determining [***] Certain information on this page has been omitted and furnish filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to Purchaser a calculation of the aggregate omitted portions. Development Costs for chargeable under this Agreement, SGEN will use its project accounting systems, as consistently applied across all its projects. Within [***] after the Future Restaurant with supporting documentation in reasonable detailbeginning of [***], SGEN shall provide to GNE a report detailing all Development Costs incurred during such prior [***], including the number of FTEs dedicated to Development activities during that calendar quarter accompanied by the associated cost of such FTEs at the SGEN FTE Rate. If, within fifteen (15) days after receipt of Seller’s calculation, Purchaser does not notify Seller as set forth in the following sentence, such calculation Such report shall be final and binding accompanied by a [***]. Such report will provide information on out-of-pocket expenses incurred during the Parties[***] at a sufficient level of detail to enable GNE to evaluate the reasonableness of such expenses. During such period, Seller shall provide Purchaser with all information reasonably necessary and available to Seller relating to the computation of Such report will be accompanied by an itemized invoice for the Development Costs incurred during the [***]. GNE shall pay SGEN for such Development Costs incurred within [***] of receipt of a true and Seller will make reasonably available correct invoice. As between the employees of Seller Parties, GNE shall be responsible for all costs and knowledgeable about the information used inexpenses incurred by or on behalf of GNE, and the preparation ofits Affiliates, such computation or its Sublicensees in connection with Development of the Licensed Products. All Development Costs. If, within fifteen (15) days after receipt of Seller’s calculation, Purchaser notifies Seller in writing that Purchaser objects to one or more items reflected in Seller’s calculation, Purchaser and Seller shall seek in good faith to resolve such objections and to reach agreement in writing on the calculation. If any such objections are not so resolved (the “Unresolved Objections”) within thirty (30) days after Seller’s receipt of Purchaser’s notice of objection, either Seller or Purchaser may submit the Unresolved Objections to an independent accounting firm mutually agreed upon by Seller and Purchaser (the “Accounting Firm”) for resolution, which resolution will be final and binding on the Parties. The scope of the review by the Accounting Firm Costs shall be limited to a determination of the Unresolved Objections and a determination as to what, if any, adjustments are required to be made to the calculation based upon the determination of such Unresolved Objections. The Accounting Firm is not to make or be asked to make any determination other than as set forth recorded in the previous sentence. Purchaser and Seller shall use commercially reasonable efforts to cause the Accounting Firm to render its written decision resolving the matters submitted to it as promptly as practicable and, if at all possible, within thirty (30) days after such submission of the Unresolved Objections. The fees and expenses of the Accounting Firm incurred pursuant to this Section 3.04(a) shall be borne by Purchaser, on the one hand, and Seller, on the other hand, in proportion to those matters submitted to the Accounting Firm that are resolved against that Party, as such fees and expenses are allocated by the Accounting Firm pursuant to the foregoingaccordance with GAAP.

Development Costs. (a) Within one hundred eighty (180) [*] days following the Closing Dateend of each calendar quarter in which the Parties incur Development Costs that are subject to the cost-sharing provisions of Sections 3.10 and/or 4.8, Seller each Party shall prepare and furnish provide to Purchaser the other Party a calculation written report, in reasonable detail, of the aggregate estimated Development Costs (excluding any Pre-IND Cost Share amount under Section 4.8(b)(i)) subject to such cost-sharing provisions incurred by such Party during such calendar quarter, and then shall provide to the other Party a final report of such Development Costs within [*] days following the end of each calendar quarter. CVT shall reimburse PTC for [*] percent ([*] %) of PTC’s Development Costs incurred during the calendar quarter with respect to PTC’s activities. PTC shall invoice CVT for such PTC Development Costs within [*] days after the end of each calendar quarter. CVT shall pay all such invoices within [*] days after the end of each such calendar quarter. PTC shall reimburse CVT for [*] percent ([*] %) of CVT’s Development Costs incurred during the calendar quarter with respect to CVT’s activities. CVT shall invoice PTC for such CVT Development Costs within [*] days after the end of each calendar quarter. PTC shall pay all such invoices within [*] days after the end of each such calendar quarter; provided, however, that following PTC’s exercise of an Opt-In Right, PTC shall have the right upon written notice to CVT to delay payment of that portion of any invoice in excess of [*] percent ([*] %) of the budget (as such budget may be adjusted from time to time pursuant to the terms of this Agreement) for Development Costs for the Future Restaurant applicable calendar quarter, with supporting documentation in reasonable detail. If, within fifteen (15) days after receipt of Seller’s calculation, Purchaser does not notify Seller as set forth in the following sentence, such calculation shall be final and binding on the Parties. During such period, Seller shall provide Purchaser with all information reasonably necessary and available to Seller relating to the computation of the Development Costs and Seller will make reasonably available the employees of Seller responsible for and knowledgeable about the information used in, and the preparation of, such computation of the Development Costs. If, within fifteen (15) days after receipt of Seller’s calculation, Purchaser notifies Seller in writing that Purchaser objects to one or more items reflected in Seller’s calculation, Purchaser and Seller shall seek in good faith to resolve such objections and to reach agreement in writing on the calculation. If any such objections are not so resolved cumulative delayed amount (the “Unresolved ObjectionsExcess Amount”) within thirty to be added to invoices for subsequent calendar quarters up to the [*] percent (30[*] %) days after Seller’s receipt budget threshold for such subsequent quarters until the earlier of Purchaser’s notice of objectionwhen the Excess Amount is fully paid by PTC or the last quarter for which the applicable program continues and a budget exists; provided that, either Seller or Purchaser may submit in the Unresolved Objections case where a program has terminated and no budget exists, any remaining Excess Amount shall be paid by PTC to an independent accounting firm mutually agreed upon by Seller and Purchaser CVT in six (6) equal quarterly installments such that the “Accounting Firm”) for resolution, which resolution will be final and binding on entire Excess Amount is paid at the Parties. The scope end of the review sixth (6th) calendar quarter after the calendar quarter following termination of such program and for which no budget existed; and provided further, that upon the occurrence of a milestone payment under Section 5.4 for the applicable Collaboration Compound or Licensed Products (but not otherwise), CVT shall deduct from the amount of such milestone payment owed to PTC, the remaining Excess Amount owed by PTC; and provided further, that if upon the Accounting Firm occurrence of a milestone payment under Section 5.4, the remaining Excess Amount owed by PTC is greater than such milestone payment, no such milestone payment shall be limited owed by CVT, and PTC shall pay to a determination CVT the difference between the remaining Excess Amount and the amount of the Unresolved Objections milestone that would have been owed by CVT. [*] Certain information on this page has been redacted and a determination as to what, if any, adjustments are required to be made filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the calculation based upon the determination of such Unresolved Objections. The Accounting Firm is not to make or be asked to make any determination other than as set forth in the previous sentence. Purchaser and Seller shall use commercially reasonable efforts to cause the Accounting Firm to render its written decision resolving the matters submitted to it as promptly as practicable and, if at all possible, within thirty (30) days after such submission of the Unresolved Objections. The fees and expenses of the Accounting Firm incurred pursuant to this Section 3.04(a) shall be borne by Purchaser, on the one hand, and Seller, on the other hand, in proportion to those matters submitted to the Accounting Firm that are resolved against that Party, as such fees and expenses are allocated by the Accounting Firm pursuant to the foregoingomitted portions.

Development Costs. (a) Within one hundred eighty (180) days During the Term, Schering shall be responsible for all costs and expenses related to the Development of Licensed Product under this Agreement in the Field in the Territory that are incurred following the Closing Effective Date (“Development Costs”). With respect to those Development Costs incurred by Novacea after the Effective Date, Seller Schering’s obligations under this Section 5.3 shall prepare be limited to those reasonable documented direct costs and furnish expenses incurred by Novacea following the Effective Date in connection with the conduct [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, 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. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. of Development activities provided for in the Development Plans, including (i) the forward funding of Novacea’s ongoing clinical studies pursuant to Purchaser a calculation the Core Development Plan and (ii) compensating Novacea at the FTE Rate for those FTEs that are engaged in the execution of Development Plans, provided, however, that such Novacea costs and expenses must not exceed the aggregate Development Costs for amounts attributed to such activities in the Future Restaurant with supporting documentation in reasonable detail. If, within fifteen (15) days after receipt of Seller’s calculation, Purchaser does not notify Seller as budget set forth in the following sentence, such calculation Development Plan by more than [*] percent without Schering’s prior written consent. Novacea shall be final and binding on the Parties. During such periodresponsible for providing, Seller shall provide Purchaser with all information reasonably necessary and available to Seller relating to the computation once every calendar quarter, an estimate of the Development Costs it expects to incur for the next [*]. To the extent that Novacea anticipates any variance [*] percent or more from the amount attributed to a budgeted line item activity exceeding [*] (as identified in a Development Plan) or to the activities as a whole, Novacea shall promptly inform Schering and Seller will make reasonably available may not incur such additional costs without Schering’s prior written consent. For the employees avoidance of Seller doubt, Novacea shall remain solely responsible for all costs and knowledgeable about the information used in, and the preparation of, such computation of expenses accrued or incurred in the Development Costs. If, within fifteen (15) days after receipt of Seller’s calculation, Purchaser notifies Seller Licensed Product in writing that Purchaser objects to one or more items reflected in Seller’s calculation, Purchaser and Seller shall seek in good faith to resolve such objections and to reach agreement in writing on the calculation. If any such objections are not so resolved (the “Unresolved Objections”) within thirty (30) days after Seller’s receipt of Purchaser’s notice of objection, either Seller or Purchaser may submit the Unresolved Objections to an independent accounting firm mutually agreed upon by Seller and Purchaser (the “Accounting Firm”) for resolution, which resolution will be final and binding on the Parties. The scope of the review by the Accounting Firm shall be limited to a determination of the Unresolved Objections and a determination as to what, if any, adjustments are required to be made Territory prior to the calculation based upon the determination of such Unresolved Objections. The Accounting Firm is not to make or be asked to make any determination other than as set forth in the previous sentence. Purchaser and Seller shall use commercially reasonable efforts to cause the Accounting Firm to render its written decision resolving the matters submitted to it as promptly as practicable and, if at all possible, within thirty (30) days after such submission of the Unresolved Objections. The fees and expenses of the Accounting Firm incurred pursuant to this Section 3.04(a) shall be borne by Purchaser, on the one hand, and Seller, on the other hand, in proportion to those matters submitted to the Accounting Firm that are resolved against that Party, as such fees and expenses are allocated by the Accounting Firm pursuant to the foregoingEffective Date.

Development Costs. (a) Within one hundred eighty (180) days During the Term, Schering shall be responsible for all costs and expenses related to the Development of Licensed Product under this Agreement in the Field in the Territory that are incurred following the Closing Effective Date (“Development Costs”). With respect to those Development Costs incurred by Novacea after the Effective Date, Seller Schering’s obligations under this Section 5.3 shall prepare be limited to those reasonable documented direct costs and furnish expenses incurred by Novacea following the Effective Date in connection with the conduct [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, 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. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. Page 20 of Development activities provided for in the Development Plans, including (i) the forward funding of Novacea’s ongoing clinical studies pursuant to Purchaser a calculation the Core Development Plan and (ii) compensating Novacea at the FTE Rate for those FTEs that are engaged in the execution of Development Plans, provided, however, that such Novacea costs and expenses must not exceed the aggregate Development Costs for amounts attributed to such activities in the Future Restaurant with supporting documentation in reasonable detail. If, within fifteen (15) days after receipt of Seller’s calculation, Purchaser does not notify Seller as budget set forth in the following sentence, such calculation Development Plan by more than [*] percent without Schering’s prior written consent. Novacea shall be final and binding on the Parties. During such periodresponsible for providing, Seller shall provide Purchaser with all information reasonably necessary and available to Seller relating to the computation once every calendar quarter, an estimate of the Development Costs it expects to incur for the next [*]. To the extent that Novacea anticipates any variance [*] percent or more from the amount attributed to a budgeted line item activity exceeding [*] (as identified in a Development Plan) or to the activities as a whole, Novacea shall promptly inform Schering and Seller will make reasonably available may not incur such additional costs without Schering’s prior written consent. For the employees avoidance of Seller doubt, Novacea shall remain solely responsible for all costs and knowledgeable about the information used in, and the preparation of, such computation of expenses accrued or incurred in the Development Costs. If, within fifteen (15) days after receipt of Seller’s calculation, Purchaser notifies Seller Licensed Product in writing that Purchaser objects to one or more items reflected in Seller’s calculation, Purchaser and Seller shall seek in good faith to resolve such objections and to reach agreement in writing on the calculation. If any such objections are not so resolved (the “Unresolved Objections”) within thirty (30) days after Seller’s receipt of Purchaser’s notice of objection, either Seller or Purchaser may submit the Unresolved Objections to an independent accounting firm mutually agreed upon by Seller and Purchaser (the “Accounting Firm”) for resolution, which resolution will be final and binding on the Parties. The scope of the review by the Accounting Firm shall be limited to a determination of the Unresolved Objections and a determination as to what, if any, adjustments are required to be made Territory prior to the calculation based upon the determination of such Unresolved Objections. The Accounting Firm is not to make or be asked to make any determination other than as set forth in the previous sentence. Purchaser and Seller shall use commercially reasonable efforts to cause the Accounting Firm to render its written decision resolving the matters submitted to it as promptly as practicable and, if at all possible, within thirty (30) days after such submission of the Unresolved Objections. The fees and expenses of the Accounting Firm incurred pursuant to this Section 3.04(a) shall be borne by Purchaser, on the one hand, and Seller, on the other hand, in proportion to those matters submitted to the Accounting Firm that are resolved against that Party, as such fees and expenses are allocated by the Accounting Firm pursuant to the foregoingEffective Date.

Development Costs. (a) Within one hundred eighty nine (1809) days months following the Closing Datedate on which a New Site opens, Seller shall prepare and furnish to Purchaser a calculation of the aggregate Development Costs for such New Site with supporting documentation in reasonable detail (“Final New Site Development Costs”). Within nine (9) months following the date on which the Future Restaurant opens, Seller shall prepare and furnish to Purchaser a calculation of the aggregate Development Costs for the Future Restaurant with supporting documentation in reasonable detaildetail (“Final Future Restaurant Development Costs”). If, DB02/0502991.0000/9783465.8 WP01 within fifteen (15) days after receipt of Seller’s calculation, Purchaser does not notify Seller as set forth in the following sentence, such calculation shall be final and binding on the Parties. During such period, Seller shall provide Purchaser with all information reasonably necessary and available to Seller relating to the computation of the Final New Site Development Costs and Final Future Restaurant Development Costs, as applicable, and Seller will make reasonably available the employees of Seller responsible for and knowledgeable about the information used in, and the preparation of, such computation of the Final New Site Development Costs and Final Future Restaurant Development Costs, as applicable. If, within fifteen (15) days after receipt of Seller’s calculation, Purchaser notifies Seller in writing that Purchaser objects to one or more items reflected in Seller’s calculation, Purchaser and Seller shall seek in good faith to resolve such objections and to reach agreement in writing on the calculation. If any such objections are not so resolved (the “Unresolved Objections”) within thirty (30) days after Seller’s receipt of Purchaser’s notice of objection, either Seller or Purchaser may submit the Unresolved Objections to an independent accounting firm mutually agreed upon by Seller and Purchaser (the “Accounting Firm”) for resolution, which resolution will be final and binding on the Parties. The scope of the review by the Accounting Firm shall be limited to a determination of the Unresolved Objections and a determination as to what, if any, adjustments are required to be made to the calculation based upon the determination of such Unresolved Objections. The Accounting Firm is not to make or be asked to make any determination other than as set forth in the previous sentence. Purchaser and Seller shall use commercially reasonable efforts to cause the Accounting Firm to render its written decision resolving the matters submitted to it as promptly as practicable and, if at all possible, within thirty (30) days after such submission of the Unresolved Objections. The fees and expenses of the Accounting Firm incurred pursuant to this Section 3.04(a) shall be borne by Purchaser, on the one hand, and Seller, on the other hand, in proportion to those matters submitted to the Accounting Firm that are resolved against that Party, as such fees and expenses are allocated by the Accounting Firm pursuant to the foregoing.

Development Costs. (a) Within one hundred eighty (180) days following the Closing DateDate or, if later, the last Subsequent Closing, Seller shall prepare and furnish to Purchaser a calculation of the aggregate Development Costs for each of the Future Restaurant Restaurants with supporting documentation in reasonable detail. If, within fifteen (15) days after receipt of Seller’s calculation, Purchaser does not notify Seller as set forth in the following sentence, such calculation shall be final and binding on the Parties. During such period, Seller shall provide Purchaser with all information reasonably necessary and available to Seller relating to the computation of the Development Costs and Seller will make reasonably available the employees of Seller responsible for and knowledgeable about the information used in, and the preparation of, such computation of the Development Costs. If, within fifteen (15) days after receipt of Seller’s calculation, Purchaser notifies Seller in writing that Purchaser objects to one or more items reflected in Seller’s calculation, Purchaser and Seller shall seek in good faith to resolve such objections and to reach agreement in writing on the calculation. If any such objections are not so resolved (the “Unresolved Objections”) within thirty (30) days after Seller’s receipt of Purchaser’s notice of objection, either Seller or Purchaser may submit the Unresolved Objections to an independent accounting firm mutually agreed upon by Seller and Purchaser (the “Accounting Firm”) for resolution, which resolution will be final and binding on the Parties. The scope of the review by the Accounting Firm shall be limited to a determination of the Unresolved Objections and a determination as to what, if any, adjustments are required to be made to the calculation based upon the determination of such Unresolved Objections. The Accounting Firm is not to make or be asked to make any determination other than as set forth in the previous sentence. Purchaser and Seller shall use commercially reasonable efforts to cause the Accounting Firm to render its written decision resolving the matters submitted to it as promptly as practicable and, if at all possible, within thirty (30) days after such submission of the Unresolved Objections. The fees and expenses of the Accounting Firm incurred pursuant to this Section 3.04(a) shall be borne by Purchaser, on the one hand, and Seller, on the other hand, in proportion to those matters submitted to the Accounting Firm that are resolved against that Party, as such fees and expenses are allocated by the Accounting Firm pursuant to the foregoing.