Common use of Audit Dispute Clause in Contracts

Audit Dispute. If Roivant disputes the results of any audit conducted pursuant to Section 8.10 (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 [***], 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 procedure as well as the initial audit shall be borne between the Parties in such manner as the Auditor shall determine. If the Auditor determines that there has been an underpayment by Roivant, Roivant shall pay to TheraVida the underpayment 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 Roivant, then Roivant may take a credit for such overpayment against any future payments due to TheraVida.

Audit Dispute. If Roivant EverInsight disputes the results of any audit conducted pursuant to Section 8.10 8.9 (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 the costs of such procedure as well as the initial audit shall be borne between the Parties in such manner as the Auditor shall determine. If the Auditor determines that there has been an underpayment by RoivantEverInsight, Roivant EverInsight shall pay to TheraVida VistaGen the underpayment within [***] thirty (30) days after the Auditor’s decision, plus interest (as set forth in Section 8.8 8.7 (Late Payments)) from the original due date. If the Auditor determines that there has been an overpayment by RoivantEverInsight, then Roivant EverInsight may take a credit for such overpayment against any future payments due to TheraVidaVistaGen and, if there will be no future payment due, VistaGen shall promptly refund such overpayment to EverInsight.

Audit Dispute. If Roivant Axovant or Benitec disputes the results of any audit conducted pursuant to Section 8.10 8.11 (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 [***], 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 the costs of such procedure as well as the initial audit shall be borne between the Parties in such manner as the Auditor shall determine. If the Auditor determines that there has been an underpayment by RoivantAxovant, Roivant Axovant shall then promptly pay to TheraVida Benitec the underpayment 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 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 RoivantAxovant, then Roivant Axovant may take a credit for such overpayment against any future payments due to TheraVidaBenitec.

Audit Dispute. If Roivant Licensee disputes the results of any audit conducted pursuant to Section 8.10 7.8 (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 person as the Parties shall mutually agree (the “Auditor”). The decision of the Auditor shall be final and the costs of such procedure as well as the initial audit shall be borne between the Parties in such manner as the Auditor shall determine. If the Auditor determines that there has been an underpayment by RoivantLicensee, Roivant Licensee shall pay to TheraVida Licensor the underpayment within [***] thirty (30) days after the Auditor’s decision, plus interest (as set forth in Section 8.8 7.6 (Late Payments)) from the original due date. If the Auditor determines that there has been an overpayment by RoivantLicensee, then Roivant Licensee may take a credit for such overpayment against any future payments due to TheraVidaLicensor.

Audit Dispute. If Roivant Lysovant disputes the results of any audit conducted pursuant to Section 8.10 7.8 (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 [***], ] 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 the costs of such procedure as well as the initial audit shall be borne between the Parties in such manner as the Auditor shall determine. If the Auditor determines that there has been an underpayment by RoivantLysovant, Roivant Lysovant shall pay to TheraVida iNtRON the underpayment within [***] after the Auditor’s decision, plus interest (as set forth in Section 8.8 7.6 (Late Payments)) from the original due date. If the Auditor determines that there has been an overpayment by RoivantLysovant, then Roivant Lysovant may take a credit for such overpayment against any future payments due to TheraVidaiNtRON (it being understood that if Lysovant does not owe any future payments to iNtRON, iNtRON shall pay to Lysovant the overpayment within [***] after the Auditor’s decision, plus interest (as set forth in Section 7.6 (Late Payments)) from the original due date.

Audit Dispute. If Roivant Axovant or Benitec disputes the results of any audit conducted pursuant to Section 8.10 8.11 (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 [***]*, 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 the costs of such procedure as well as the initial audit shall be borne between the Parties in such manner as the Auditor shall determine. If the Auditor determines that there has been an underpayment by RoivantAxovant, Roivant Axovant shall then promptly pay to TheraVida Benitec the underpayment 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 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 RoivantAxovant, then Roivant Axovant may take a credit for such overpayment against any future payments due to TheraVidaBenitec.