definiens: ( asdefined in the LipoSonix Agreement ) for the ( as defined in the LipoSonix Agreement ), ( as defined in the LipoSonix Agreement ) for the ( as defined in the LipoSonixAgreement ) or ( as defined in the LipoSonix Agreement ) for the ( as defined in the LipoSonix Agreement ), then, pursuant to this Section 2.7(f ), either Party shall have the right tosubmit the Disputed Contingent Payment Amount to arbitration by the Los Angeles, California office of one ( 1 ) of thefollowing entities or their respective successors, or such other accountants as Seller and Buyer may mutually agree, so long assuch entity or its successors is not the principal regularly - engaged outside accountant to Buyer or the Company or anyauditor that may have assisted Seller in any Contingent Payment Audit : Deloitte & Touche LLP, KPMG, Ernst & Young LLP, PricewaterhouseCoopers, BDO Seidman, LLP, Grant Thornton LLP, or any successor entity to the foregoing ( individually, an and collectively, the ) . Seller and Buyer shall jointly select which of the Accountants willperform the calculation within thirty ( 30 ) days after Seller and Buyer determine that they are unable to settle the amountindependently ; provided, that in the event that Seller and Buyer are unable to agree upon the Accountant to perform suchcalculation within such thirty ( 30 ) day period, then each of Seller and Buyer shall select one of the Accountants and suchAccountants shall jointly select a third Accountant to perform such calculation ; provided, further, that any Accountantconsulted or selected in accordance with this sentence shall enter into a confidentiality agreement with Buyer in substantiallythe form attached hereto as Exhibit B. The Accountant selected in accordance with the foregoing sentence shall be responsiblefor the determination of the Disputed Contingent Payment Amount ( the ) . The engagement and charge of theAppraiser shall be limited to determining the Worldwide Net Sales, Worldwide Gross Profit, Worldwide Ancillary Gross Profit, ( as defined in the LipoSonix Agreement ), ( as defined in the LipoSonixAgreement ) and ( as defined in the LipoSonix Agreement ) of any identified ContingentPayment Product for the applicable Contingent Payment Year used to calculate the Disputed Contingent Payment Amount, and the Appraiser shall not be entitled to determine whether any products sold by Buyer or its Affiliates are Gross ProfitPayment Products, Sales Payment Products, ( as defined in the LipoSonix Agreement ) or ( as defined in the LipoSonix Agreement ) for purposes of this Agreement or any other matter ( andany dispute with respect thereto shall be resolved in accordance with Section 11.8 ) . The Appraiser shall determine theDisputed Contingent Payment Amount within the limitations set forth above within ninety ( 90 ) days after the date of suchAppraiser ’s engagement and the Appraiser shall be provided with such information and records, which may include on - siteaccess and access to personnel, relating to such dispute as it may reasonably request . Any Disputed Contingent PaymentAmount determined by an Appraiser in accordance with this Section 2.7(f ) shall be deemed to be the final Sales / ProfitContingent Payment Amount for the applicable Contingent Payment Year for all purposes of this Agreement . The fees andexpenses of the Appraiser shall be paid by Seller, provided, that if the final Sales / Profit Contingent Payment Amountdetermined by the Appraiser in any examination conducted pursuant to this Section 2.7(f ) is greater than the Sales / ProfitContingent Payment Amount set forth on the relevant Contingent Payment Certificate by an amount equal to more than$1,000,000, then Buyer shall pay all of the fees and expenses of the Appraiser and all reasonable out - of - pocket costs andexpenses actually incurred by Seller in connection with any Contingent Payment Audit