Common use of Books and Records; Audit Clause in Contracts

Books and Records; Audit. Service Provider shall maintain complete and accurate books and record related to the Fees charged for the Products and Services, and shall retain such books and records for a period not less than three (3) years from the date of the invoice to which they relate. Company (and its duly authorized representatives) shall be entitled to (a) no more than once per year, audit such books and records as they relate to the Services performed hereunder, upon reasonable notice to Service Provider and in any event no less than thirty (30) days’ prior written notice, and during normal business hours and in such a manner as to not unreasonably interfere with Service Provider’s business, and (b) make copies and summaries of such books and records solely to support the requirements of this Section 14.10. All such copies are Service Provider’s Confidential Information. If Company discovers an overpayment in the amounts paid by Company to Service Provider for any period under audit (an “Audit Overpayment”), and Service Provider agrees with the conclusion of an overpayment, then Service Provider shall promptly pay refund such Audit Overpayment to Company. In the event the audit determines that Company has underpaid Fees and Company agrees with the conclusion of underpayment (“Audit Underpayment”) then Company shall promptly pay the amount of the Audit Underpayment Both parties will act reasonably with regard to any disputes arising from this provision. In the event that any such Audit Overpayment shall be in excess of five percent (5%) of the aggregate payments made by Company in respect of the applicable period under audit, Service Provider shall also reimburse Company for all reasonable costs and expenses incurred by Company in connection with such audit and the collection of the Audit Overpayment. If any such Audit Overpayment shall be in excess of ten percent (10%) of the aggregate payments made by Company in respect of the applicable period under audit, Company shall have the right to re-audit, at Service Provider’s expense, Service Provider’s books and records for any and all past years (since the commencement of this Agreement).

Books and Records; Audit. Service Provider The Parties shall maintain complete and accurate books and record related to the Fees charged for the Products and Services, and shall retain such keep comprehensive books and records relating to its obligations under this Agreement, and where applicable, on either a cash or accrual basis of accounting in accordance with GAAP. All such records shall be maintained for at least two (2) years following the relevant calendar year during the Term or, upon termination of this Agreement, for eighteen (18) months following such termination date, or such longer period as is required by applicable Law. During each calendar year, and for a period not less than three (3) years from year thereafter, Kos and BLS, shall have the date of right, at the invoice auditing Party's own expense, to which they relate. Company (and its duly authorized representatives) shall be entitled to (a) no more than once per year, have an independent accounting firm audit such books and records as they relate of the other Party in order to the Services performed hereunder, upon reasonable notice to Service Provider and in any event no less than thirty (30) days’ prior written notice, and during normal business hours and in such a manner as to not unreasonably interfere with Service Provider’s business, and (b) make copies and summaries of such books and records solely to support the requirements of this Section 14.10. All such copies are Service Provider’s Confidential Information. If Company discovers an overpayment in the amounts paid by Company to Service Provider for any period under audit (an “Audit Overpayment”), and Service Provider agrees with the conclusion of an overpayment, then Service Provider shall promptly pay refund such Audit Overpayment to Company. In the event the audit determines that Company has underpaid Fees and Company agrees with the conclusion of underpayment (“Audit Underpayment”) then Company shall promptly pay verify the amount of the Audit Underpayment Both parties will act reasonably with regard payments owed and/or paid pursuant to this Agreement. Each Party may perform an audit not more than once in any disputes arising from this provision. In the event that any such Audit Overpayment shall be in excess of five percent twelve (5%12) of the aggregate payments made by Company in respect of the applicable period under audit, Service Provider shall also reimburse Company for all reasonable costs and expenses incurred by Company in connection with such audit and the collection of the Audit Overpaymentmonth period. If any the amount owed by one Party was underpaid, the underpaying Party shall pay the additional amount owed and all accrued interest thereon to the other Party within fifteen (15) days after its receipt of notice of such Audit Overpayment shall be underpayment. If the amount underpaid was in excess of ten percent (10%) of the aggregate payments made amount owed, the fees of such audit shall also be paid by Company such underpaying Party within fifteen (15) days after its receipt of notice of same. If the amount owed by one Party was overpaid, the auditing Party shall notify the other Party of such overpayment and refund such overpayment to the other Party within fifteen (15) days after becoming aware of such overpayment. Each audit shall be conducted during normal business hours, upon reasonable advance notice and in respect a manner that does not cause unreasonable disruption to the conduct of business by the applicable period audited Party. Each Party will treat all information subject to review under auditthis Section 5.10 in accordance with the provisions of Article 8. Prior to conducting any audit hereunder, Company the Party conducting such audit will cause its accounting firm to enter into a reasonably acceptable confidentiality agreement with the audited Party obligating such accounting firm to maintain all such financial information in confidence with standards no less stringent that the terms of Article 8 of this Agreement. Kos hereby further agrees and acknowledges that the University of Gent and Remon shall have the right be allowed to re-auditinspect, at Service Provider’s expenseor cause an independent Third Party auditor to inspect, Service Provider’s all such books and records for any and all past years (since with respect to the commencement of this Marketed Product in accordance with the Gent Agreement).

Books and Records; Audit. Service Provider shall maintain complete and accurate books and record related to the Fees charged for the Products and Services, and shall retain such books and records for a period not less than three (3) years from the date of the invoice to which they relate. Company (and its duly authorized representatives) shall be entitled to (a) no more than once per year, audit such The Licensee agrees to keep accurate books of account and records as they relate at its principal place of business covering all transactions relating to the Services performed hereunderlicense being granted herein. The Licensor or any duly authorized representative shall have the right, upon at all reasonable notice hours of any business day, to Service Provider audit the Licensee's books of account and records and all other documents and material in any event no less than thirty (30) days’ prior written notice, the possession or under the control of the Licensee with respect to the subject matter and during normal business hours the terms of this Agreement and in such a manner as to not unreasonably interfere with Service Provider’s business, and (b) make copies and summaries of such books and records solely to support the requirements of this Section 14.10. All such copies are Service Provider’s Confidential Information. If Company discovers an overpayment in the amounts paid by Company to Service Provider for any period under audit (an “Audit Overpayment”), and Service Provider agrees with the conclusion of an overpayment, then Service Provider shall promptly pay refund such Audit Overpayment to Company. In the event the audit determines that Company has underpaid Fees and Company agrees with the conclusion of underpayment (“Audit Underpayment”) then Company shall promptly pay the amount of the Audit Underpayment Both parties will act reasonably with regard to any disputes arising from this provisionextracts thereof. In the event that any such Audit Overpayment audit reveals an underpayment by the Licensee, the Licensee shall immediately remit payment to the Licensor in the amount of such underpayment together with interest thereon calculated at the same rate and in the same manner as this Agreement provides for interest to be calculated on overdue royalties. Further, in excess the event that any such underpayment is greater than the lesser of five Five Thousand Dollars ($5,000.00) or two percent (52%) of the aggregate payments made by Company in respect of Royalties due for any Royalty Period, the applicable period under audit, Service Provider Licensee shall also reimburse Company the Licensor for all reasonable the costs and expenses incurred related to or associated with its audit. (b) Upon demand by Company in connection the Licensor, but not more than once each year, the Licensee shall, at its own cost, furnish the Licensor with such audit and the collection a statement, prepared by an independent certified public or chartered accountant of the Audit Overpayment. If Licensee's choice and approved by the Licensor, which approval shall not be unreasonably withheld, setting forth the number of Licensed Products manufactured during the time period extending from the date of any such Audit Overpayment shall be previous statement (or in excess of ten percent (10%) the case of the aggregate payments made by Company in respect first statement, the date of the applicable period under audit, Company shall have the right to re-audit, at Service Provider’s expense, Service Provider’s books and records for any and all past years (since the commencement of this Agreement)) up to and including the date of the statement and also setting forth the pricing information for all Licensed Products (including the number and description of the Licensed Products) shipped, distributed and sold by the Licensee during the aforementioned time period. (c) All books of account and records of the Licensee covering all transactions relating to the Licensee shall be retained by the Licensee for at least six (6) years after the expiration or termination of this Agreement, as the case may be, for possible inspection by the Licensor.

Books and Records; Audit. Service Provider Buyer shall maintain complete keep full, true and accurate books of account and record related to the Fees charged supporting data containing all particulars that may be necessary for the purpose of calculating Net Sales of the Products and Services, and shall retain such forming the basis for amounts payable to Sellers under this Section 2.9. Such books and records for a period not less than three (3) years from the date of the invoice to which they relate. Company (and its duly authorized representatives) supporting data shall be entitled to open, on ten (a10) no more than once per year, audit such books and records as they relate to the Services performed hereunder, upon reasonable notice to Service Provider and in any event no less than thirty (30) daysBusiness Days’ prior written notice, and notice during normal business hours and in such a manner so as not to not unreasonably interfere with Service ProviderBuyer’s businessnormal business operations, to the inspection by a firm of certified public accountants selected by Sellers and reasonably acceptable to Buyer who shall have executed a customary confidentiality agreement, for the limited purpose of verifying Buyer’s Net Sales Reports; provided, however, that such examinations shall not take place more often than once during any twenty four (b24) make copies month-period and summaries of such books and records solely to support shall not cover more than the requirements of preceding two (2) years. Except as otherwise provided in this Section 14.10. All 2.9(d), the cost of any such copies are Service Provider’s Confidential Information. If Company discovers an overpayment in the amounts examination shall be paid by Company to Service Provider for any period under audit (an “Audit Overpayment”), and Service Provider agrees with the conclusion of an overpayment, then Service Provider shall promptly pay refund such Audit Overpayment to Company. In the event the audit determines that Company has underpaid Fees and Company agrees with the conclusion of underpayment (“Audit Underpayment”) then Company shall promptly pay the amount of the Audit Underpayment Both parties will act reasonably with regard to any disputes arising from this provisionSellers. In the event that any such Audit Overpayment shall be inspection reveals a deficiency in excess of five seven percent (57%) of the aggregate reported payments made under Section 2.9 for the period covered by Company in respect the inspection, Buyer shall promptly pay Sellers the deficiency, plus interest at an annual rate equal to the Applicable Rate as of the applicable period under auditdate on which such deficient amount was first due from the date first due until the date paid, Service Provider and shall also reimburse Company Seller for all reasonable costs the fees and expenses incurred by Company paid to such accountants in connection with such audit and inspection. In the collection of the Audit Overpayment. If event that any such Audit Overpayment shall be in excess of ten inspection reveals a deficiency that is less than or equal to seven percent (107%) of the aggregate reported payments made under this Section 2.9 for the period covered by Company in respect the inspection, Buyer shall promptly pay Sellers the deficiency plus interest at an annual rate equal to the Applicable Rate as of the applicable period date on which such deficient amount was first due from the date first due until the date paid. In the event that any such inspection reveals an overpayment by the Buyer such overpayment shall be set-off against the following future payment payable by the Buyer to the Sellers under audit, Company shall have the right to re-audit, at Service Provider’s expense, Service Provider’s books and records for any and all past years (since the commencement of this Agreement)Section 2.9.

Books and Records; Audit. Service Provider Ocugen and its Affiliates and Sublicensees shall keep and maintain for [***] from the end of the Calendar Year in which such Net Sales occur (the “Retention Period”) materially complete and accurate books records of gross Sales and record related Net Sales of the Product in the Ocugen Territory by, as applicable, Ocugen, its Affiliates and Sublicensees, in sufficient detail to allow Operating Profit and the Fees charged for Profit Share to be determined accurately. BBIL shall have the Products and Servicesright during the applicable Retention Period, and at its cost, through an independent certified public accountant reasonably acceptable to Ocugen, to audit the relevant records of Ocugen, its Affiliates and Sublicensees to verify that the amount of such payment was correctly determined. Ocugen, its Affiliates and Sublicensees shall retain each make its records reasonably available for audit by such books and independent certified public accountant during regular business hours at such place or places where such records are customarily kept, upon [***] written notice from BBIL. Such audit right shall not be exercised by BBIL more than [***] or more than [***]. All records made available for a period not less than three (3) years from the date of the invoice to which they relate. Company (and its duly authorized representatives) audit shall be entitled to (a) no more than once per yearthe Confidential Information of Ocugen. The results of each audit, audit such books and records as they relate to if any, shall be binding on both Parties absent manifest error. In the Services performed event there was an underpayment by Ocugen hereunder, upon reasonable notice to Service Provider and Ocugen shall promptly (but in any event no less later than thirty [***] after Ocugen’s receipt of the report so concluding) make payment to BBIL of any shortfall. BBIL shall bear the full cost of such audit unless such audit discloses an underreporting by Ocugen of the higher of (30a) days’ prior written notice[***], and during normal business hours and in such a manner as to not unreasonably interfere with Service Provider’s business, and or (b) make copies and summaries of [***] during the period audited, in which case Ocugen shall reimburse BBIL for all reasonable costs incurred by BBIL in connection with such books and records solely to support the requirements of this Section 14.10. All such copies are Service Provider’s Confidential Information. If Company discovers an overpayment in the amounts paid by Company to Service Provider for any period under audit (an “Audit Overpayment”), and Service Provider agrees with the conclusion of an overpayment, then Service Provider shall promptly pay refund such Audit Overpayment to Companyaudit. In the event the audit determines that Company has underpaid Fees and Company agrees with the conclusion of underpayment (“Audit Underpayment”) then Company shall promptly pay the amount of the Audit Underpayment Both parties will act reasonably with regard to any disputes arising from this provision. In the event that any such Audit Overpayment shall be in excess of five percent (5%) of the aggregate payments made auditor finds an overpayment by Company in respect of the applicable period under auditOcugen, Service Provider shall also reimburse Company for all reasonable costs and expenses incurred by Company in connection with such audit and the collection of the Audit Overpayment. If any such Audit Overpayment shall be in excess of ten percent (10%) of the aggregate payments made by Company in respect of the applicable period under audit, Company Ocugen shall have the right to re-auditdeduct the overpayment from any Profit Share payment due to BBIL by Ocugen or, at Service Provider’s expenseif no such future Profit Share payments are payable, Service Provider’s books and records for any and all past years (since then BBIL shall refund the commencement of this Agreement)overpayment to Ocugen within [***] after BBIL receives the audit report.

Books and Records; Audit. Service Provider The Parties shall maintain complete and accurate books and record related to the Fees charged for the Products and Services, and shall retain such keep comprehensive books and records relating to its obligations under this Agreement (including, without limitation, any Net Sales and Purchase Price payments) on either a cash or accrual basis of accounting in accordance with GAAP. All such records shall be maintained for at least two (2) years following the relevant calendar year during the Term or, upon termination of this Agreement, for eighteen (18) months following such termination date, or such longer period as is required by applicable Law. During each calendar year, and for a period not less than three (3) years from year thereafter, Kos and BPI, shall have the date of right, at the invoice auditing Party's own expense, to which they relate. Company (and its duly authorized representatives) shall be entitled to (a) no more than once per year, have an independent nationally recognized accounting firm audit such books and records as they relate of the other Party in order to the Services performed hereunder, upon reasonable notice to Service Provider and in any event no less than thirty (30) days’ prior written notice, and during normal business hours and in such a manner as to not unreasonably interfere with Service Provider’s business, and (b) make copies and summaries of such books and records solely to support the requirements of this Section 14.10. All such copies are Service Provider’s Confidential Information. If Company discovers an overpayment in the amounts paid by Company to Service Provider for any period under audit (an “Audit Overpayment”), and Service Provider agrees with the conclusion of an overpayment, then Service Provider shall promptly pay refund such Audit Overpayment to Company. In the event the audit determines that Company has underpaid Fees and Company agrees with the conclusion of underpayment (“Audit Underpayment”) then Company shall promptly pay verify the amount of the Audit Underpayment Both parties will act reasonably with regard payments owed and/or paid pursuant to this Agreement. Each Party may perform an audit not more than once in any disputes arising from this provision. In the event that any such Audit Overpayment shall be in excess of five percent twelve (5%12) of the aggregate payments made by Company in respect of the applicable period under audit, Service Provider shall also reimburse Company for all reasonable costs and expenses incurred by Company in connection with such audit and the collection of the Audit Overpaymentmonth period. If any the amount owed by one Party was underpaid, the underpaying Party shall pay the additional amount owed and all accrued interest thereon to the other Party within fifteen (15) days after its receipt of notice of such Audit Overpayment shall be underpayment. If the amount underpaid was in excess of ten percent (10%) of the aggregate payments made amount owed, the fees of such audit shall also be paid by Company such underpaying Party within thirty (30) days after its receipt of notice of same. If the amount owed by one Party was overpaid, the auditing Party shall notify the other Party of such overpayment and refund such overpayment to the other Party within thirty (30) days after becoming aware of such overpayment. Each audit shall be conducted during normal business hours, upon reasonable advance written notice and in respect a manner that does not cause unreasonable disruption to the conduct of business by the applicable period audited Party. Each Party will treat all information subject to review under auditthis Section 6.3 in accordance with the provisions of Article 8. Prior to conducting any audit hereunder, Company shall have the right Party conducting such audit will cause its accounting firm to re-audit, at Service Provider’s expense, Service Provider’s books and records for any and enter into a reasonably acceptable confidentiality agreement with the audited Party obligating such accounting firm to maintain all past years (since such financial information in confidence with standards no less stringent that the commencement terms of Article 8 of this Agreement).

Books and Records; Audit. Service Provider Each party shall maintain during the Term and for three (3) years thereafter, complete and accurate books and record related records sufficient to determine the Fees charged for the Products and Services, and shall retain such books and records for a period not less than three (3) years from the date of the invoice to which they relate. Company (and its duly authorized representatives) shall be entitled to (a) no more than once per year, audit such books and records as they relate to the Services performed Residual Rights Fee payments due hereunder, upon reasonable notice to Service Provider and in any event no less than thirty (30) days’ prior written notice, and during normal business hours and in such a manner as to not unreasonably interfere with Service Provider’s business, and (b) make copies and summaries of such books and records solely to support the requirements of this Section 14.10. All such copies are Service Provider’s Confidential Information. If Company discovers an overpayment in the amounts paid by Company to Service Provider for any period under audit (an “Audit Overpayment”), and Service Provider agrees with the conclusion of an overpayment, then Service Provider shall promptly pay refund such Audit Overpayment to Company. In the event the audit determines that Company has underpaid Fees and Company agrees with the conclusion of underpayment (“Audit Underpayment”) then Company shall promptly pay the amount of the Audit Underpayment Both parties will act reasonably with regard to any disputes arising from this provision. In the event that the other party does not agree with the determination by the paying party of the Residual Rights Fee payments due hereunder, the parties shall use their reasonable efforts to reach agreement on the disputed items or amounts. At the request of the non-paying party, the paying party shall allow a reputable independent public accounting firm or representatives of the non-paying party, at the non-paying party’s expense, to verify the accuracy of any Residual Rights Fee calculations. The non-paying party shall give the paying party thirty (30) days written notice prior to beginning such audit. Such audit shall be reasonably conducted during regular business hours in a non-disruptive manner, and the party performing such audit must agree to be bound to a reasonable non-disclosure agreement. The only information to be reviewed during the course of such an audit shall be that necessary to verify the Residual Rights Fee due hereunder. Such audit may review the Licensee Group’s Sales, the direct material and labor costs, and that the applicable DCAA approved rates or equivalent rates per Section 4.2(b)(iii) were applied to the calculation of the Residual Rights Fee. The audit shall specifically not review the data that makes up VISTA’s overhead, sales, general or administrative rates. If any such Audit Overpayment audit discloses that any Residual Rights Fees were understated, the paying party shall be in excess pay the amount of such understated Residual Rights Fees plus interest as set forth above and if the audit discloses that the amounts paid hereunder were understated by more than five percent (5%) of in any calendar quarter, the aggregate payments made by Company in respect of paying party shall reimburse the applicable period under audit, Service Provider shall also reimburse Company nonpaying party for all its reasonable and actual costs and expenses incurred by Company in connection with performing such audit. No more than one audit and may be performed within a one (1) year period, except if the collection of preceding audit discloses an understated, in which even the Audit Overpayment. If any such Audit Overpayment nonpaying party shall be in excess of ten percent (10%) of entitled perform a quarterly audit during the aggregate payments made by Company in respect of the applicable period under audit, Company shall have the right to re-audit, at Service Provider’s expense, Service Provider’s books and records for any and all past years (since the commencement of this Agreement)successive one year period.

Books and Records; Audit. Service Provider Each party shall maintain during the Term and for three (3) years thereafter, complete and accurate books and record related records sufficient to determine the Fees charged for the Products and Services, and shall retain such books and records for a period not less than three (3) years from the date of the invoice to which they relate. Company (and its duly authorized representatives) shall be entitled to (a) no more than once per year, audit such books and records as they relate to the Services performed Residual Rights Fee payments due hereunder, upon reasonable notice to Service Provider and in any event no less than thirty (30) days’ prior written notice, and during normal business hours and in such a manner as to not unreasonably interfere with Service Provider’s business, and (b) make copies and summaries of such books and records solely to support the requirements of this Section 14.10. All such copies are Service Provider’s Confidential Information. If Company discovers an overpayment in the amounts paid by Company to Service Provider for any period under audit (an “Audit Overpayment”), and Service Provider agrees with the conclusion of an overpayment, then Service Provider shall promptly pay refund such Audit Overpayment to Company. In the event the audit determines that Company has underpaid Fees and Company agrees with the conclusion of underpayment (“Audit Underpayment”) then Company shall promptly pay the amount of the Audit Underpayment Both parties will act reasonably with regard to any disputes arising from this provision. In the event that the other party does not agree with the determination by the paying party of the Residual Rights Fee payments due hereunder, the parties shall use their reasonable efforts to reach agreement on the disputed items or amounts. At the request of the non-paying party, the paying party shall allow a reputable independent public accounting firm or representatives of the non-paying party, at the non-paying party's expense, to verify the accuracy of any Residual Rights Fee calculations. The non-paying party shall give the paying party thirty (30) days written notice prior to beginning such audit. Such audit shall be reasonably conducted during regular business hours in a non-disruptive manner, and the party performing such audit must agree to be bound to a reasonable non-disclosure agreement. The only information to be reviewed during the course of such an audit shall be that necessary to verify the Residual Rights Fee due hereunder. Such audit may review the Licensee Group's Sales, the direct material and labor costs, and that the applicable DCAA approved rates or equivalent rates per Section 4.2(b)(iii) were applied to the calculation of the Residual Rights Fee. The audit shall specifically not review the data that makes up VISTA's overhead, sales, general or administrative rates. If any such Audit Overpayment audit discloses that any Residual Rights Fees were understated, the paying party shall be in excess pay the amount of such understated Residual Rights Fees plus interest as set forth above and if the audit discloses that the amounts paid hereunder were understated by more than five percent (5%) of in any calendar quarter, the aggregate payments made by Company in respect of paying party shall reimburse the applicable period under audit, Service Provider shall also reimburse Company nonpaying party for all its reasonable and actual costs and expenses incurred by Company in connection with performing such audit. No more than one audit and may be performed within a one (1) year period, except if the collection of preceding audit discloses an understated, in which even the Audit Overpayment. If any such Audit Overpayment nonpaying party shall be in excess of ten percent (10%) of entitled perform a quarterly audit during the aggregate payments made by Company in respect of the applicable period under audit, Company shall have the right to re-audit, at Service Provider’s expense, Service Provider’s books and records for any and all past years (since the commencement of this Agreement)successive one year period.

Books and Records; Audit. Service Provider During the Earn-Out Period and for six (6) months thereafter, Buyer shall keep and maintain complete and accurate books and record related to the Fees charged for the Products and Services, and shall retain such reasonably detailed books and records of Net Sales and each deduction included in the definition of Net Sales. Sellers’ Representative shall have the right to examine and audit Buyer’s relevant books and records to verify the accuracy of Net Sales Reports delivered by Buyer pursuant to this Agreement. Any such audit shall be on at least ten (10) Business Days’ prior written notice. Sellers’ Representative’s right to perform an audit under this Section 2.8(d) shall be limited to not more than one (1) such audit in any calendar year and shall not be exercised for a period not less any calendar quarter more than three (3) years after the end of such calendar quarter. The audit shall be performed at Sellers’ Representative’s sole expense by an independent certified public accounting firm of internationally recognized standing that is selected by Sellers’ Representative and approved by Buyer (such approval not to be unreasonably withheld, conditioned or delayed). The accounting firm shall be required to enter into a reasonable and customary confidentiality agreement with Buyer to protect the confidentiality of its books and records. Buyer shall make the relevant books and records reasonably available during normal business hours for examination by the accounting firm, including, upon the accounting firm’s request and, to the extent practicable, via an Internet-based electronic dataroom or other electronic means. Upon completion of the audit, the accounting firm shall provide both Buyer and Sellers’ Representative a written report disclosing whether or not the relevant Net Sales Report(s) are correct, and the specific details concerning any discrepancies. If the accounting firm conducting an audit pursuant to this Section 2.8 concludes, as a result of such audit, that a Milestone Event was achieved, but the corresponding Earn-Out Payment was not paid to Sellers, unless such conclusion is disputed by Buyer as set forth below in this Section 2.8(d), Buyer shall (x) pay such *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Earn-Out Payment to Sellers in accordance with Section 2.8(a) within ten (10) Business Days of the date that the parties receive such accountant’s written report, together with interest thereon at a rate of [***] per annum from the date on which such Earn-Out Payment was originally due until the date of payment and (y) reimburse Sellers’ Representative for the invoice documented out-of-pocket expenses incurred in conducting the audit. In the event that Buyer disputes the finding of any audit conducted pursuant to this Section 2.8, Buyer shall so notify Seller’s Representative within [***] after the date on which they relatethe parties receive the accountant’s written report, in which event Buyer and Sellers’ Representative shall work in good faith to resolve the dispute. Company (If Buyer and its duly authorized representatives) shall be entitled Sellers’ Representative are unable to (a) no more than once per year, audit reach a mutually acceptable resolution of any such books and records as they relate to the Services performed hereunder, upon reasonable notice to Service Provider and in any event no less than dispute within thirty (30) days’ prior written notice, and during normal business hours such dispute shall be submitted for resolution to an Independent Accounting Firm. The decision of the Independent Accounting Firm shall be final and, if the Independent Accounting Firm concludes that no Milestone Event was achieved, the costs of such dispute resolution as well as the initial audit shall be borne between the parties in such manner as the Independent Accounting Firm shall determine. If the Independent Accounting Firm concludes, as a result of such review, that a Milestone Event was achieved, but the corresponding Earn-Out Payment was not paid to Sellers, not later than [***] after such decision and in accordance with such decision, Buyer shall (1) pay to Sellers the applicable Earn-Out Payment together with interest thereon at a manner as to not unreasonably interfere with Service Provider’s business, rate of [***] per annum from the date on which such Earn-Out Payment was originally due until the date of payment thereof and (b2) make copies and summaries of such books and records solely reimburse Sellers’ Representative for the documented out-of-pocket expenses incurred in conducting the initial audit conducted pursuant to support the requirements of this Section 14.10. All such copies are Service Provider’s Confidential Information. If Company discovers an overpayment in the amounts paid by Company to Service Provider for any period under audit (an “Audit Overpayment”)2.8, and Service Provider agrees with the conclusion of an overpayment, then Service Provider shall promptly pay refund such Audit Overpayment to Company. In the event the audit determines that Company has underpaid Fees and Company agrees with the conclusion of underpayment (“Audit Underpayment”) then Company shall promptly pay the amount of the Audit Underpayment Both parties will act reasonably with regard to any disputes arising from this provision. In the event that any such Audit Overpayment shall be in excess of five percent (5%) of the aggregate payments made by Company as well as those incurred in respect of the applicable period under audit, Service Provider shall also reimburse Company for all reasonable costs and expenses incurred by Company in connection with such audit and the collection of the Audit Overpayment. If any such Audit Overpayment shall be in excess of ten percent (10%) of the aggregate payments made by Company in respect of the applicable period under audit, Company shall have the right to re-audit, at Service Provider’s expense, Service Provider’s books and records for any and all past years (since the commencement of this Agreement)dispute resolution.