Common use of Audit Dispute Clause in Contracts

Audit Dispute. In the event of a dispute with respect to any audit under Section 4.12, AbbVie and ▇▇▇▇▇▇ 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 accountants or to such other Person as the Parties shall mutually agree (the “Audit Arbitrator”). The decision of the Audit Arbitrator 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 Audit Arbitrator shall determine. Not later than [***] days after such decision and in accordance with such decision, ▇▇▇▇▇▇ shall pay the additional amounts, with interest from the date originally due as provided in Section 4.10, or AbbVie shall reimburse the excess payments, as applicable.

Audit Dispute. In the event of a dispute with respect to any audit under Section 4.126.13, Licensor and AbbVie and ▇▇▇▇▇▇ 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 “Audit Arbitrator”). The decision of the Audit Arbitrator 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 Audit Arbitrator shall determine. Not later than [***] days after such decision and in accordance with such decision, ▇▇▇▇▇▇ the audited Party shall pay the additional amounts, with interest from the date originally due as provided in Section 4.106.12, or AbbVie 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 4.126.8, AbbVie Licensor 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 “Audit Arbitrator”). The decision of the Audit Arbitrator 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 Audit Arbitrator shall determine. Not later than [***] days after such decision and in accordance with such decision, ▇▇▇▇▇▇ the audited Party shall pay the additional amounts, with interest from the date originally due as provided in Section 4.106.6, or AbbVie the auditing Party shall reimburse the such excess payments, as applicable.

Audit Dispute. In the event of a dispute with respect to any audit under Section 4.12audit, Caribou and AbbVie and ▇▇▇▇▇▇ 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 “Audit Arbitrator”). The decision of the Audit Arbitrator 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 Audit Arbitrator shall determine. Not later than [***] days after such decision and in accordance with such decision, ▇▇▇▇▇▇ the audited Party shall pay the additional amounts, with interest from the date originally due as provided in Section 4.10due, or AbbVie 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 4.126.8, AbbVie Licensor 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 “Audit Arbitrator“ Arbitrator ”). The decision of the Audit Arbitrator 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 Audit Arbitrator shall determine. Not later than [***] days after such decision and in accordance with such decision, ▇▇▇▇▇▇ the audited Party shall pay the additional amounts, with interest from the date originally due as provided in Section 4.106.6, or AbbVie the auditing Party shall reimburse the such excess payments, as applicable.

Audit Dispute. In the event of a dispute with respect to any audit under Section 4.127.13, Licensor and AbbVie and ▇▇▇▇▇▇ 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 “Audit Arbitrator”). The decision of the Audit Arbitrator 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 Audit Arbitrator shall determine. Not later than [***] days 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 4.107.10, or AbbVie Licensor shall reimburse the excess payments, as applicable.

Audit Dispute. In the event of a dispute with respect to any audit under Section 4.124.11, AbbVie Licensor 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 accountants or to such other Person as the Parties shall mutually agree (the “Audit Arbitrator”). The decision of the Audit Arbitrator 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 Audit Arbitrator 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 as provided in Section 4.104.9, or AbbVie Licensor shall reimburse the excess payments, as applicable.

Audit Dispute. In the event of a dispute with respect to any audit Audit under Section 4.12Clause 5.10 (Audit), AbbVie ArQule 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 's certified public accountants or to such other Person as the Parties shall mutually agree (the “Audit Arbitrator”Auditor). The decision of the Audit Arbitrator Auditor shall be final and the costs of such arbitration as well as the initial audit Audit shall be borne between the Parties in such manner as the Audit Arbitrator 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 as provided in Section 4.10, Clause 5.8 (Interest on Late Payments) or AbbVie ArQule shall reimburse the excess payments, as applicable.

Audit Dispute. In the event of a dispute with respect to any audit under Section 4.127.12, Licensor and AbbVie and ▇▇▇▇▇▇ 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 “Audit Arbitrator”). The decision of the Audit Arbitrator 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 Audit Arbitrator shall determine. Not later than [***] days 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 4.10, amounts or AbbVie Licensor shall reimburse the excess payments, as applicable.

Audit Dispute. In the event of a dispute with respect to any audit under Section 4.12‎8.10, AbbVie Xencor and ▇▇▇▇▇▇ Genentech 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], either Party may submit 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 “Audit Arbitrator”). The decision of the Audit Arbitrator 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 Audit Arbitrator shall determine. Not later than [***] days after such decision and in accordance with such decision, ▇▇▇▇▇▇ the audited Party shall pay the additional amounts, with interest from the date originally due as provided in Section 4.10, ‎8.9 or AbbVie the auditing Party shall reimburse the excess payments, as applicable.. CONFIDENTIALEXECUTION COPY

Audit Dispute. In the event of a dispute with respect to any audit under Section 4.125.8, AbbVie Eisai and ▇▇▇▇▇▇ the 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 “Audit ArbitratorAuditor”). The decision of the Audit Arbitrator 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 Audit Arbitrator Auditor shall determine. Not later than [***] ([***]) days after such decision and in accordance with such decision, ▇▇▇▇▇▇ the Licensee shall pay the additional amounts, with interest from the date originally due as provided in Section 4.10, 5.6 or AbbVie Eisai shall reimburse the excess payments, as applicable.