Common use of FINANCIAL RECORDS AND AUDIT Clause in Contracts

FINANCIAL RECORDS AND AUDIT. Everest shall (and shall ensure that its Affiliates and Sublicensees will) maintain complete and accurate books and records pertaining to the Commercialization of Licensed Products hereunder, including books and records of invoiced sales and Net Sales of Licensed Products, in sufficient detail to calculate and verify all amounts payable hereunder and in sufficient detail to permit Sxxxx to confirm the accuracy of any royalty payments, and other amounts paid or payable under this Agreement and to verify the achievement of Milestone Events under this Agreement. Everest shall and shall cause its Affiliates and its and their Sublicensees to, retain such books and records until the later of (a) [***] years after the end of the period to which such books and records pertain; (b) the expiration of the applicable tax statute of limitations (or any extensions thereof); and (c) for such period as may be required by Applicable Laws. Upon at least [***] Business Days’ prior notice, such records shall be open for examination, during regular business hours, for a period of [***] Calendar Years from the end of the Calendar Year to which such records pertain, and not more often than once each Fiscal Year, by an independent certified public accountant selected by Sxxxx and reasonably acceptable to Everest, for the sole purpose of verifying for Sxxxx the accuracy of the financial reports furnished [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. by Everest under this Agreement or of any payments made, or required to be made, by Everest to Sxxxx pursuant to this Agreement. The independent public accountant shall disclose to Sxxxx only (x) the accuracy of Net Sales reported and the basis for royalty, Milestone Payments and any other payments made to Sxxxx under this Agreement and (y) the difference, if any, by which such reported and paid amounts vary from amounts determined as a result of the Audit and the details concerning such difference. Except as required by Applicable Laws, no other information shall be provided to Sxxxx. No record may be audited more than once. Sxxxx shall bear the full cost of such audit unless such audit reveals an underpayment by Everest of more than [***] percent ([***]%) of the amount actually due for any Calendar Year being audited, in which case Everest shall reimburse Sxxxx for the reasonable costs and expenses for such audit. Unless disputed pursuant to Section 9.10 (Audit Dispute), Everest shall pay to Sxxxx any underpayment discovered by such audit within [***] Business Days after the accountant’s report, plus interest (as set forth in Section 9.7 (Late Payments)) from the original due date. If the audit reveals an overpayment by Everest, then Everest may take a credit for such overpayment against any future payments due to Sxxxx.

FINANCIAL RECORDS AND AUDIT. Everest KHK shall (and shall ensure that its Affiliates and Sublicensees will) maintain complete keep full, true and accurate records and books of account containing all particulars that may be necessary for the purpose of confirming the accuracy of, and records pertaining calculating, as applicable, all royalty payments and other amounts due to the Commercialization of Licensed Products hereunder, MEI hereunder (including books and records of invoiced sales Net Sales), during the Term and Net Sales for [*CONFIDENTIAL*] thereafter or such longer period as required by Applicable Laws. MEI shall have a right to request [*CONFIDENTIAL*] audit of Licensed Products, KHK [*CONFIDENTIAL*] throughout the Term in sufficient detail to calculate and verify all amounts payable hereunder and in sufficient detail to permit Sxxxx order to confirm the accuracy of the foregoing (an “Audit”); provided, that, such [*CONFIDENTIAL*] limitation shall not apply in the event of any royalty paymentssubsequent “for cause” audit. Upon the written request by MEI to Audit KHK, MEI shall have the right to engage an independent, internationally recognized accounting firm reasonably acceptable to KHK and other amounts paid which will be subject to appropriate written obligations of confidentiality, to perform a review as is reasonably necessary to enable such accounting firm to calculate or payable under this Agreement and otherwise confirm the accuracy of any of the foregoing for the Calendar Year(s) requested by MEI. KHK, shall make personnel reasonably available during regular business hours to verify the achievement of Milestone Events under this Agreement. Everest shall and shall cause its Affiliates and its and their Sublicensees to, retain answer queries on all such books and records until required for the later purpose of (a) the Audit. The accountants shall deliver a copy of their findings to each of the Parties within [**CONFIDENTIAL*] years after the end of the period to which such books and records pertain; (b) the expiration completion of the applicable tax statute review, and, in the absence of limitations (fraud or any extensions thereof); manifest error, the findings of such accountant shall be final and (c) for such period as may binding on each of the Parties. Any underpayments by KHK shall be required by Applicable Laws. Upon at least paid to MEI within [**CONFIDENTIAL*] Business Days’ prior notice, of notification of the results of such records Audit. Any overpayments made by KHK shall be open for examination, during regular business hours, for a period of refunded by MEI within [**CONFIDENTIAL*] Calendar Years from the end of notification of the Calendar Year results of such Audit. The cost of the accountants shall be the responsibility of MEI unless the accountants’ calculation shows that the actual royalties payable, Net Sales and/or any other applicable amount Audited hereunder (in the aggregate with respect to which such records pertain, and not more often than once each Fiscal Yearthe entire period audited) to be different, by an independent certified public accountant selected by Sxxxx and reasonably acceptable to Everest, for the sole purpose of verifying for Sxxxx the accuracy of the financial reports furnished [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. by Everest under this Agreement or of any payments made, or required to be made, by Everest to Sxxxx pursuant to this Agreement. The independent public accountant shall disclose to Sxxxx only (x) the accuracy of Net Sales reported and the basis for royalty, Milestone Payments and any other payments made to Sxxxx under this Agreement and (y) the difference, if any, by which such reported and paid amounts vary from amounts determined as a result of the Audit and the details concerning such difference. Except as required by Applicable Laws, no other information shall be provided to Sxxxx. No record may be audited more than once. Sxxxx shall bear the full cost of such audit unless such audit reveals an underpayment by Everest of more than [***] percent ([**CONFIDENTIAL*]%) of , than the amount actually due amounts as paid and reported by KHK for any Calendar Year being auditedthe period subject to the Audit, in which case Everest KHK shall reimburse Sxxxx bear the costs of the accountants. Any information obtained during such audit shall be treated as Confidential Information. In the event that MEI has a good faith basis, which shall be shared with KHK, for believing that a Sublicensee of KHK is not accurately reporting Net Sales (and thus that KHK is not making appropriate royalty payments hereunder), then at MEI’s request, KHK shall enforce its audit rights with respect to any such Sublicensee and KHK shall report back to MEI regarding the reasonable costs and expenses for outcome of any such audit. Unless disputed pursuant to Section 9.10 (Audit Dispute), Everest shall pay to Sxxxx any underpayment discovered by such audit within [***] Business Days after the accountant’s report, plus interest (as set forth in Section 9.7 (Late Payments)) from the original due date. If the audit reveals an overpayment by Everest, then Everest may take a credit for such overpayment against any future payments due to Sxxxx.

FINANCIAL RECORDS AND AUDIT. Everest shall Licensee (and shall ensure that its Affiliates and Sublicensees willSublicensees) maintain complete shall keep full, true and accurate records and books and records pertaining to of account containing all particulars that may be necessary for the Commercialization purpose of Licensed Products hereunder, including books and records of invoiced sales and Net Sales of Licensed Products, in sufficient detail to calculate and verify all amounts payable hereunder and in sufficient detail to permit Sxxxx to confirm confirming the accuracy of any royalty paymentsof, and calculating, as applicable, all Royalty Payments, Sublicense Income Payments and other amounts paid or payable under this Agreement to Amarin hereunder (including records of Net Sales and to verify the achievement of Milestone Events under this Agreement. Everest shall and shall cause its Affiliates and its and their Sublicensees to, retain such books and records until the later of (a) [***] years after the end of the period to which such books and records pertain; (b) the expiration of the applicable tax statute of limitations (or any extensions thereofSublicense Income); and (c) for such period as may be required by Applicable Laws. Upon at least [***] Business Days’ prior notice, such records shall be open for examination, during regular business hours, for a minimum period of [***] Calendar Years from the end or such longer period as required by Applicable Laws. Amarin shall have a right to request an audit of the Calendar Year to which such records pertain, and not more often than once each Fiscal Year, Licensee by an independent certified public accountant selected by Sxxxx and reasonably acceptable independent, internationally recognized accounting firm in order to Everest, for the sole purpose of verifying for Sxxxx confirm the accuracy of the financial reports furnished foregoing (a “Financial Audit”). Upon the written request by Amarin to Licensee to conduct a Financial Audit, Amarin shall have the right to engage an independent, internationally recognized accounting firm to perform a review as is reasonably necessary to enable such accounting firm to calculate or otherwise confirm the accuracy of any of the foregoing for the Calendar Year(s) requested by Amarin; provided, that (i) such accountants shall be given access to, and shall be permitted to examine and copy such books and records of Licensee upon [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENTprior written notice to Licensee, MARKED BY BRACKETS(ii) prior to any such examination taking place, HAS BEEN OMITTED BECAUSE THE INFORMATION such accountants shall enter into a confidentiality agreement with Licensee reasonably acceptable to Licensee in order to keep all information and data contained in such books and records strictly confidential and shall not disclose such information or copies of such books and records to any third person including Amarin, but shall only use the same for the purpose of the reviews and/or calculations which they need to perform in order to determine any amounts being reviewed, and (Iiii) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSEDsuch accountants shall use reasonable efforts to minimize any disruption to Licensee’s business. Licensee shall make personnel reasonably available during regular business hours to answer queries on all such books and records required for the purpose of the Financial Audit. The accountants shall deliver a copy of their findings to each of the Parties within [***] of the completion of the review, and, in the absence of fraud or manifest error, the findings of such accountant shall be final and binding on each of the Parties. Any underpayments by Everest under this Agreement or Licensee shall be paid to Amarin within [***] of notification of the results of such inspection. Any overpayments made by Licensee shall be refunded by Amarin within [***] of notification of the results of such inspection. The cost of the accountants shall be the responsibility of [***] unless the accountants’ calculation shows that the actual royalties payable, Net Sales, Sublicense Income and/or any payments made, or required other applicable amount audited hereunder to be madedifferent, by Everest to Sxxxx pursuant to this Agreement. The independent public accountant shall disclose to Sxxxx only (x) the accuracy of Net Sales reported and the basis for royalty, Milestone Payments and any other payments made to Sxxxx under this Agreement and (y) the difference, if any, by which such reported and paid amounts vary from amounts determined as a result of the Audit and the details concerning such difference. Except as required by Applicable Laws, no other information shall be provided to Sxxxx. No record may be audited more than once. Sxxxx shall bear the full cost of such audit unless such audit reveals an underpayment by Everest of more than [***] percent (]. Without limitation of the foregoing, Licensee shall have the right to audit the calculation of any costs incurred by Amarin and with respect to which Amarin is CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]%) ”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934. seeking reimbursement from Licensee hereunder, on the same terms and conditions as Amarin may audit Licensee’s records under this Section 8.10 (substituting references to “Amarin” for “Licensee”, and vice versa, and substituting references to “Development Costs” or “Regulatory Costs”, as the case may be, for “Net Sales”). The audit rights described in this Section 8.10 are without limitation of the amount actually due for any Calendar Year being audited, other audit rights described elsewhere in which case Everest shall reimburse Sxxxx for the reasonable costs and expenses for such audit. Unless disputed pursuant to Section 9.10 (Audit Dispute), Everest shall pay to Sxxxx any underpayment discovered by such audit within [***] Business Days after the accountant’s report, plus interest (as set forth in Section 9.7 (Late Payments)) from the original due date. If the audit reveals an overpayment by Everest, then Everest may take a credit for such overpayment against any future payments due to Sxxxxthis Agreement.

FINANCIAL RECORDS AND AUDIT. Everest shall Licensee (and shall ensure that its Affiliates and Sublicensees willSublicensees) maintain complete shall keep full, true and accurate records and books and records pertaining to of account containing all particulars that may be reasonably necessary for the Commercialization purpose of Licensed Products hereunder, including books and records of invoiced sales and Net Sales of Licensed Products, in sufficient detail to calculate and verify all amounts payable hereunder and in sufficient detail to permit Sxxxx to confirm confirming the accuracy of any royalty paymentsof, and calculating, as applicable, all Royalty Payments, Sublicense Revenue Payments and other amounts paid or payable under this Agreement to Amarin hereunder (including records of Net Sales and to verify the achievement of Milestone Events under this Agreement. Everest shall and shall cause its Affiliates and its and their Sublicensees to, retain such books and records until the later of (a) [***] years after the end of the period to which such books and records pertain; (b) the expiration of the applicable tax statute of limitations (or any extensions thereofSublicense Revenue); and (c) for such period as may be required by Applicable Laws. Upon at least [***] Business Days’ prior notice, such records shall be open for examination, during regular business hours, for a minimum period of [***] Calendar Years from the end of the Calendar Year to which or such records pertain, and not more often than once each Fiscal Year, by an independent certified public accountant selected by Sxxxx and reasonably acceptable to Everest, for the sole purpose of verifying for Sxxxx the accuracy of the financial reports furnished [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. by Everest under this Agreement or of any payments made, or required to be made, by Everest to Sxxxx pursuant to this Agreement. The independent public accountant shall disclose to Sxxxx only (x) the accuracy of Net Sales reported and the basis for royalty, Milestone Payments and any other payments made to Sxxxx under this Agreement and (y) the difference, if any, by which such reported and paid amounts vary from amounts determined as a result of the Audit and the details concerning such difference. Except longer period as required by Applicable Laws. Amarin shall have a right to request an audit of Licensee by an independent, internationally recognized accounting firm in order to confirm the accuracy of the foregoing (a “Financial Audit”) no other information shall be provided to Sxxxx. No record may be audited more than once. Sxxxx shall bear the full cost of such audit unless such audit reveals an underpayment by Everest of more than [***] percent (]. Upon the written request by Amarin to Licensee to conduct a Financial Audit, Amarin shall have the right to engage an independent, internationally recognized accounting firm to perform a review as is reasonably necessary to enable such accounting firm to calculate or otherwise confirm the accuracy of any of the foregoing for the Calendar Year in which the Financial Audit is requested by Amarin [***]%; provided, that (a) such accountants shall be given access to, and shall be permitted to examine and copy such books and records of Licensee [***], (b) prior to any such examination taking place, such accountants shall enter into a confidentiality agreement with Licensee reasonably acceptable to Licensee in order to keep all information and data contained in such books and records strictly confidential and shall not disclose such information or copies of such books and records to any third person including Amarin, but shall only use the same for the purpose of the amount actually due for reviews and/or calculations which they need to perform in order to determine any Calendar Year amounts being auditedreviewed, in which case Everest and (c) such accountants shall reimburse Sxxxx use reasonable efforts to minimize any disruption to Licensee’s business. Licensee shall make personnel reasonably available during regular business hours to answer queries on all such books and records required for the reasonable costs and expenses for such auditpurpose of the Financial Audit. Unless disputed pursuant The accountants shall deliver a copy of their findings to Section 9.10 (Audit Dispute), Everest shall pay to Sxxxx any underpayment discovered by such audit each of the Parties within [***] Business Days after of the accountantcompletion of the review, and, in the absence of fraud or manifest error, the findings of such accountant shall be final and binding on each of the Parties. Any underpayments by Licensee shall be paid to Amarin within [***] of notification of the results of 49 such inspection. Any overpayments made by Licensee shall be refunded by Amarin within [***] of notification of the results of such inspection. [***] Without limitation of the foregoing, Licensee shall have the right to audit the calculation of any costs incurred by Amarin and with respect to which Amarin is seeking reimbursement from Licensee hereunder, on the same terms and conditions as Amarin may audit Licensee’s reportrecords under this Section 8.10 (substituting references to “Amarin” for “Licensee”, plus interest (as set forth and vice versa, and substituting references to “Development Costs”, “Regulatory Costs”, “Price” or other costs or expenses for which Amarin is entitled to reimbursement hereunder, for “Net Sales”). The audit rights described in this Section 9.7 (Late Payments)) from the original due date. If the 8.10 are without limitation of other audit reveals an overpayment by Everest, then Everest may take a credit for such overpayment against any future payments due to Sxxxxrights described elsewhere in this Agreement.

FINANCIAL RECORDS AND AUDIT. Everest shall Licensee (and shall ensure that its Affiliates and Sublicensees willSublicensees) maintain complete shall keep full, true and accurate records and books of account containing all particulars that may be necessary for the purpose of confirming the accuracy of, and records pertaining calculating, as applicable, all Royalty Payments, Sublicense Income Payments and other amounts payable to the Commercialization of Licensed Products hereunder, VBL hereunder (including books and records of invoiced sales and Net Sales and Sublicense Income), for a minimum period of Licensed Productsfive (5) years or such longer period as required by Applicable Laws. VBL shall have a right to request an audit of Licensee (and its Affiliates) by an independent, internationally recognized accounting firm in sufficient detail to calculate and verify all amounts payable hereunder and in sufficient detail to permit Sxxxx order to confirm the accuracy of the foregoing (a “Financial Audit”). Upon the written request by VBL to Licensee to conduct a Financial Audit, VBL shall have the right to engage an independent, internationally recognized accounting firm to perform a review as is reasonably necessary to enable such accounting firm to calculate or otherwise confirm the accuracy of any royalty paymentsof the foregoing for the Calendar Year(s) requested by VBL; provided, that (i) such accountants shall be given access to, and other amounts paid or payable under this Agreement shall be permitted to examine and to verify the achievement of Milestone Events under this Agreement. Everest shall and shall cause its Affiliates and its and their Sublicensees to, retain copy such books and records until the later of Licensee (aor its Affiliates) [***] years after the end of the period upon ten (10) Business Days’ prior written notice to which Licensee, (ii) prior to any such examination taking place, such accountants shall enter into a confidentiality agreement with Licensee (or its Affiliates) reasonably acceptable to Licensee (or its Affiliates) in order to keep all information and data contained in such books and records pertain; (b) strictly confidential and shall not disclose such information or copies of such books and records to any third person including VBL, but shall only use the expiration same for the purpose of the applicable tax statute of limitations (or reviews and/or calculations which they need to perform in order to determine any extensions thereof); amounts being reviewed, and (ciii) for such period as may be required by Applicable Lawsaccountants shall use reasonable efforts to minimize any disruption to Licensee’s business. Upon at least [***] Business Days’ prior notice, such records Licensee shall be open for examination, make personnel reasonably available during regular business hours, hours to answer queries on all such books and records required for a period of [***] Calendar Years from the end purpose of the Calendar Year Financial Audit. The accountants shall deliver a copy of their findings to which each of the Parties within twenty (20) Business Days of the completion of the review, and, in the absence of fraud or manifest error, the findings of such records pertainaccountant shall be final and binding on each of the Parties. Any underpayments by Licensee shall be paid to VBL within twenty (20) Business Days of notification of the results of such inspection. Any overpayments made by Licensee shall be refunded by VBL within twenty (20) Business Days of notification of the results of such inspection. The cost of the accountants shall be the responsibility of VBL unless the accountants’ calculation shows that the actual royalties payable, and not more often than once each Fiscal YearNet Sales, Sublicense Income and/or any other applicable amount audited hereunder to be different, by an independent certified public accountant selected more than ten percent (10%), than the amounts as previously calculated and reported by Sxxxx and reasonably acceptable Licensee, in which case Licensee will be responsible for such costs. In addition, with respect to EverestSublicensees, VBL shall have the right to participate in Licensee’s audits of Sublicensees for the sole purpose of verifying for Sxxxx confirming the accuracy of the financial reports furnished [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSEDSublicense Income Payments and other amounts payable by Sublicensees to Licensee under the sublicenses granted by Licensee hereunder and for the purpose of determining the accuracy of Licensee’s Net Sales calculation and reports; provided that VBL complies with all applicable terms and conditions agreed between Licensee and Sublicensee regarding such audits. by Everest under The audit rights described in this Agreement or Section 8.11 are without limitation of any payments made, or required to be made, by Everest to Sxxxx pursuant to other audit rights described elsewhere in this Agreement. The independent public accountant shall disclose to Sxxxx only (x) the accuracy of Net Sales reported and the basis for royalty, Milestone Payments and any other payments made to Sxxxx under this Agreement and (y) the difference, if any, by which such reported and paid amounts vary from amounts determined as a result of the Audit and the details concerning such difference. Except as required by Applicable Laws, no other information shall be provided to Sxxxx. No record may be audited more than once. Sxxxx shall bear the full cost of such audit unless such audit reveals an underpayment by Everest of more than [***] percent (CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]%) of the amount actually due for any Calendar Year being audited, in which case Everest shall reimburse Sxxxx for the reasonable costs and expenses for such audit”. Unless disputed pursuant to Section 9.10 (Audit Dispute), Everest shall pay to Sxxxx any underpayment discovered by such audit within [***] Business Days after the accountant’s report, plus interest (as set forth in Section 9.7 (Late Payments)) from the original due date. If the audit reveals an overpayment by Everest, then Everest may take a credit for such overpayment against any future payments due to SxxxxACOMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THESECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIALTREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934,AS AMENDED.

FINANCIAL RECORDS AND AUDIT. Everest EverInsight shall (and shall ensure that its Affiliates and Sublicensees will) maintain complete and accurate books and records pertaining to the Commercialization of Licensed Products Product hereunder, including books and records of invoiced sales and Net Sales of Licensed ProductsProduct, in sufficient detail to calculate and verify all amounts payable hereunder and in sufficient detail to permit Sxxxx VistaGen to confirm the accuracy of any royalty payments, and other amounts paid or payable under this Agreement and to verify the achievement of Milestone Events under this Agreement. Everest EverInsight shall and shall cause its Affiliates and its and their Sublicensees to, retain such books and records until the later of (a) [***] three (3) years after the end of the period to which such books and records pertain; (b) the expiration of the applicable tax statute of limitations (or any extensions thereof); and (c) for such period as may be required by Applicable Laws. Upon at least [***] thirty (30) Business Days’ prior notice, such records shall be open for examination, during regular business hours, for a period of [***] three (3) Calendar Years from the end of the Calendar Year to which such records pertain, and not more often than once each Fiscal Calendar Year, by an independent and internationally recognized certified public accountant selected by Sxxxx VistaGen and reasonably acceptable to EverestEverInsight, for the sole purpose of verifying for Sxxxx VistaGen the accuracy of the financial reports furnished [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. by Everest EverInsight under this Agreement or of any payments made, or required to be made, by Everest EverInsight to Sxxxx VistaGen pursuant to this Agreement. The independent public accountant shall disclose to Sxxxx VistaGen only (x) the accuracy of Net Sales reported and the basis for royalty, Milestone Payments and any other payments made to Sxxxx VistaGen under this Agreement and (y) the difference, if any, by which such reported and paid amounts vary from amounts determined as a result of the Audit audit and the CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*****], HAS BEEN OMITTED BECAUSE VISTAGEN THERAPEUTICS, INC. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO SUPER LEAGUE GAMING, INC. IF PUBLICLY DISCLOSED. details concerning such difference. Except as required by Applicable Laws, no other information shall be provided to SxxxxVistaGen. No record may be audited more than once. Sxxxx VistaGen shall bear the full cost of such audit unless such audit reveals an underpayment by Everest EverInsight of more than [***] one hundred thousand Dollars ($100,000) or five percent ([***]5%) of the amount actually due (whichever is greater) for any Calendar Year being audited, in which case Everest EverInsight shall reimburse Sxxxx VistaGen for the reasonable costs and expenses for such audit. Unless disputed pursuant to Section 9.10 8.10 (Audit Dispute), Everest EverInsight shall pay to Sxxxx VistaGen any underpayment discovered by such audit within [***] Business Days thirty (30) days after the accountant’s report, plus interest (as set forth in Section 9.7 8.7 (Late Payments)) from the original due date. If the audit reveals an overpayment by EverestEverInsight, then Everest EverInsight may take a credit for such overpayment against any future payments due to SxxxxVistaGen and, if there will be no future payment due, VistaGen shall promptly refund such overpayment to EverInsight.