Common use of Payment of Deficiency/Overpayments Clause in Contracts

Payment of Deficiency/Overpayments. (a) If any audit conducted in accordance with Section 5.3.1 establishes that a Pfizer Licensee underpaid any amounts due to a Company Licensor or any of its Affiliates under this Agreement, such Pfizer Licensee shall pay such Company Licensor any such deficiency within thirty (30) days of written notice thereof. For the avoidance of doubt, such payment shall be considered a late payment, subject to Section 5.2. (b) If any audit conducted in accordance with Section 5.3.1 establishes that a Pfizer Licensee has overpaid any amounts due to a Company Licensor or any of its Affiliates under this Agreement, such Company Licensor shall, at such Pfizer Licensee’s sole discretion, (i) refund the excess payments to such Pfizer Licensee within thirty (30) days of receipt of written notice thereof or (ii) offset all such excess payments against any outstanding and future amounts owed to such Company Licensor hereunder.

Payment of Deficiency/Overpayments. (a) If any audit conducted in accordance with Section 5.3.1 establishes that a Pfizer Company Licensee underpaid any amounts due to a Company Pfizer Licensor or any of its Affiliates under this Agreement, such Pfizer Company Licensee shall pay such Company Pfizer Licensor any such deficiency within thirty (30) days of written notice thereof. For the avoidance of doubt, such payment shall be considered a late payment, subject to Section 5.2. (b) If any audit conducted in accordance with Section 5.3.1 establishes that a Pfizer Company Licensee has overpaid any amounts due to a Company Pfizer Licensor or any of its Affiliates under this Agreement, such Company Pfizer Licensor shall, at such Pfizer Company Licensee’s sole discretion, (i) refund the excess payments to such Pfizer Company Licensee within thirty (30) days of receipt of written notice thereof or (ii) offset all such excess payments against any outstanding and future amounts owed to such Company Pfizer Licensor hereunder.