Common use of Cost Adjustment Clause in Contracts

Cost Adjustment. 2.4.1. With respect to each six month period ended June 30 or December 31 and the period from the first date that XOMA US is manufacturing Product for the purpose of building inventory for commercial sale by Baxter until the next following June 30 or December 31, as applicable, XOMA US shall prepare a report (the "Cost Report") detailing its actual Cost of Manufacturing for such period. The Cost Report shall be delivered by XOMA US to Baxter within thirty days following the end of such six month period. 2.4.2. Within five business days of delivery to ▇▇▇▇▇▇ of the Cost Report, XOMA US shall prepare a statement detailing (i) the actual amounts paid by Baxter for purchases of Product during such period ("Invoiced Cost") (ii) the amounts payable with respect to purchases of Product during such period based upon the actual Cost of Manufacturing set forth in the Cost Report ("Verified Cost") and (iii) the amounts due to or from Baxter with respect to the difference between the Invoiced Cost and Verified Cost for purchases of Product during such period ("Cost Adjustment") ▇▇▇▇▇▇ or XOMA US, as applicable, shall pay, without the accrual of any interest, the Cost Adjustment within thirty days of receipt of such statement. The Verified Cost per unit shall be the Invoiced Cost per unit for the next following six month period; provided, that in the event of any unanticipated, material change in the Cost of Manufacturing, the parties will negotiate in good faith appropriate adjustments thereto. 2.4.3. Baxter shall have the right, exercisable within ninety days of receipt of the Cost Report, to have the Cost Report audited, by an independent accounting firm of nationally recognized standing, selected by Baxter and reasonably acceptable to XOMA US. Baxter and XOMA US shall cooperate with respect to such audit, including, making all reasonably requested information available. Baxter and XOMA US shall negotiate to resolve any dispute with respect to such Cost Report. Any unresolved disputes shall be resolved by the Project Core Team and if not so resolved shall be referred to the Relationship Oversight Committee. Within ten days of resolution of any issues raised by such audit, XOMA US shall prepare a revised Cost Report based upon such audited Verified Cost.