Common use of Underpayments/Overpayments Clause in Contracts

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 such accounting firm concludes that additional royalties were due to ImmunoGenCytomX, CytomX ImmunoGen shall pay the additional royalties (plus interest thereon at the rate provided in Section 4.3.5 hereof) within [***] of the date CytomX ImmunoGen receives such accountant’s written report so concluding. If such underpayment exceeds [***] of the royalties that were to be paid [***], CytomX ImmunoGen also shall reimburse ImmunoGen CytomX for all reasonable charges of such accountants for conducting the audit. If such accounting firm concludes that CytomX ImmunoGen overpaid royalties, ImmunoGen CytomX shall repay such amount in full within [***] of the receipt of such accountant’s report, or, at CytomXImmunoGen’s option, it shall be entitled to offset all such overpayments against any outstanding or future amounts payable to ImmunoGen CytomX hereunder until CytomX ImmunoGen has received full credit for such overpayments.