definiens: shall mean { one htHldred percent ( lOO%)}<[***l > of the Independent Development Costs for the Independent Project . In the event of a dispute as to the calculation of Independent Development Costs to be reimbursed, the Non - Developing Party shall promptly reimburse the Developing Party the amount described above with respect to any undisputed Independent Development Costs, and shall promptly reimburse any remainder ( or if applicable the Developing Party shall promptly refund any amounts that were so paid but subsequently found not to be due ) upon resolution of such dispute by the JSC and in the event that the JSC is unable to resolve such dispute, the matter shall be resolved by an audit in accordance with provisions of Sections 7.8.2 and 7.8.3 . For purposes of clarity, the Non - Developing Party shall be the Auditing Party in accordance with Section 7.8.2