Underpayments/Overpayments. If a report of an independent public accounting firm submitted to the Parties in accordance with Section 4.4.6 shows any underpayment of royalties and other payments due under this Article IV, Nestlé will remit to the Company within forty five (45) days after receipt of such report by Nestlé, (a) the amount of such underpayment plus interest, calculated from the date such underpayment should have been originally made to the Company and (b) if such underpayment exceeds [**] of the total amount owed to the Company for the Calendar Year then being audited, the reasonable fees and expenses of such independent public accounting firm performing the audit, subject to reasonable substantiation thereof. If such independent public accounting firm’s written report shows any overpayment of royalties or other payments due under this Article IV, Nestlé will receive a credit equal to such overpayment plus interest, calculated from the date such overpayment was originally made to the Company hereunder against the royalties and other payments due under this Article IV otherwise payable to the Company.
Underpayments/Overpayments. If such accounting firm correctly concludes that additional royalties were owed during such period, Licensee shall pay such additional royalties within [***] days of the date Merck delivers to Licensee such accounting firm’s written report so correctly concluding. If such underpayment exceeds [***] dollars ($[***]) and [***] percent ([***]%) of the sums correctly due Merck then the fees charged by such accounting firm for the work associated with the underpayment audit shall be paid by Licensee. [***].
Underpayments/Overpayments. If such accounting firm concludes that additional royalties were due to Trubion, Wyeth shall pay to Trubion the additional royalties within thirty (30) days of the date Wyeth receives such accountant's written report so concluding. If such royalty underpayment exceeds ten percent (10%) of the royalties that were to be paid to Trubion, Wyeth also shall reimburse Trubion for the out-of-pocket expenses incurred in conducting the audit. If such accounting firm concludes that Wyeth overpaid royalties to Trubion, Trubion, within thirty (30) days of the date Trubion receives such account's report so concluding, will refund such overpayments to Wyeth less the reasonable out-of-pocket costs incurred by Trubion in conducting the audit.
Underpayments/Overpayments. If such accounting firm concludes that additional royalties were due to ImmunoGen, CytomX shall pay the additional royalties (plus interest thereon at the rate provided in Section 4.3.5 hereof) within [***] of the date CytomX receives such accountant’s written report so concluding. If such underpayment exceeds [***] of the royalties that were to be paid [***], CytomX also shall reimburse ImmunoGen for all reasonable charges of such accountants for conducting the audit. If such accounting firm concludes that CytomX overpaid royalties, ImmunoGen shall repay such amount in full within [***] of the receipt of such accountant’s report, or, at CytomX’s option, it shall be entitled to offset all such overpayments against any outstanding or future amounts payable to ImmunoGen hereunder until CytomX has received full credit for such overpayments.
Underpayments/Overpayments. If a report of an independent public accounting firm submitted to the Parties in accordance with Section 5.8.7 shows any underpayment of royalties and Sales Milestone payments due under this Section 5, AstraZeneca shall remit to Xxxxxxxxx within [**] days after receipt of such report by AstraZeneca, (a) the amount of such underpayment and (b) if such underpayment exceeds [**] of the total amount owed to Xxxxxxxxx for the Calendar Year then being audited, the reasonable fees and expenses of such independent public accounting firm performing the audit, subject to reasonable substantiation thereof. If such independent public accounting firm’s written report shows any overpayment of royalties and Sales Milestone payments due under this Section 5, AstraZeneca shall receive a credit equal to such overpayment against the royalties and Sales Milestone payments due under this Section 5 otherwise payable to Xxxxxxxxx.
Underpayments/Overpayments. If such accounting firm correctly concludes that additional royalties were owed during such period, Schering shall pay the additional royalties within [ * ] days of the date Licensor delivers to Schering such accounting firm's written report so correctly concluding. If such underpayment exceeds [ * ] of the royalty correctly due Licensor then the fees charged by such accounting firm for the work associated with the underpayment audit shall be paid by Schering. Any overpayments by Schering will be credited against future royalty obligations. In the event that Schering disagrees with the audit report and the chief financial officers of Schering and Licensor (or their designees) fail to resolve such disagreement, the dispute will be resolved through the dispute resolution mechanism set forth in Section 9.2.
Underpayments/Overpayments. If such accounting firm concludes that additional portions of Sublicense Revenue were due to Progenics under Section 6.4(a) or additional royalties were due to Progenics under Section 6.5(a), Salix shall pay to Progenics the additional Sublicense Revenue or royalties, as the case may be, within [*] ([*]) days of the date Salix receives such accountant’s written report, plus interest, which shall be calculated at the average of the prime rate reported by JPMorgan Chase, New York City, each month during the period beginning on the day the unpaid amount was due until the unpaid amount is paid in full, plus [*] percent ([*]%) per annum. If such underpayment exceeds the greater of [*] dollars ($[*]) and [*] percent ([*]%) of the aggregate share of Sublicense Revenue and royalties that were to be paid by Salix to Progenics for the audited period, Salix also shall reimburse Progenics for the out-of-pocket expenses incurred in conducting the audit. Progenics shall not reveal to such accounting firm the conditions under which the audit expenses are to be reimbursed hereunder. If such accounting firm concludes that Salix overpaid Sublicense Revenue or royalties to Progenics, Progenics will refund such overpayments to Salix within [*] ([*]) days of the date Progenics receives such accountant’s report. [*] interest shall be due to Salix on any such overpayment.
Underpayments/Overpayments. If such accounting firm concludes that additional royalties or other payments were due to the Auditing Party, the Audited Party shall pay to the Auditing Party the additional amounts within [ * ] of the date the Audited Party receives such accountant’s written report so concluding. If an underpayment exceeds [ * ] percent ([ * ]%) of the amounts that were to be paid to the Auditing Party, the Audited Party also shall reimburse the Auditing Party for all costs and reasonable out-of-pocket expenses incurred in conducting the audit. If such accounting firm concludes that the Audited Party overpaid the Auditing Party, the Auditing Party, within [ * ] of the date the Auditing Party receives such account’s report so concluding, will refund such overpayments to the Audited Party less the reasonable out-of-pocket costs incurred by the Auditing Party in conducting the audit.
Underpayments/Overpayments. If such accounting firm concludes that additional royalties were due to Cellectis, Allogene will pay to Cellectis the additional royalties within thirty (30) days of the date Allogene receives such accountant’s written report so concluding. If such underpayment exceeds [***] of the royalties that were to be paid to Cellectis, Allogene also will reimburse Cellectis for all reasonable charges of such accountants for conducting the audit. If such accounting firm concludes that Allogene overpaid royalties to Cellectis, Cellectis will repay such amount to Allogene in full within thirty (30) days of the receipt of such accountant’s report, or, at Allogene’s option, Allogene will be entitled to offset all such overpayments against any outstanding or future amounts payable to Cellectis hereunder until Allogene has received full credit for such overpayments.
Underpayments/Overpayments. If such accounting firm correctly concludes that additional royalties were owed during such period, SPL shall pay the additional royalties within [ * ] days of the date Licensor delivers to SPL such accounting firm's written report so correctly concluding. If such underpayment exceeds [ * ] of the royalty correctly due Licensor then the fees charged by such accounting firm for the work associated with the underpayment audit shall be paid by SPL. Any overpayments by SPL will be credited against future royalty obligations. In the event that SPL disagrees with the audit report and the chief financial officers of SPL and Licensor (or their designees) fail to resolve such disagreement, the dispute will be resolved through the dispute resolution mechanism set forth in Section 9.2.
