Common use of Sales Record Audit Clause in Contracts

Sales Record Audit. 8.7.1 Eiger shall keep, and shall cause each of its applicable Related Parties, if any, to keep, complete, true and accurate books of accounts and records in accordance with GAAP, including gross sales in accordance with GAAP and any deductions thereto in accordance with this Agreement’s Net Sales definition in connection with the calculation of Net Sales, sufficient to determine and establish the amounts payable incurred under this Agreement, and compliance with the other terms and conditions of this Agreement. 8.7.2 Such books of accounting of Eiger and its Affiliates shall be kept at their principal place of business and, with all necessary supporting data and records, shall during all reasonable times for the [ * ] next following the end of the Calendar Year to which each shall pertain, be open for inspection not more than once per Calendar Year at reasonable times by an independent certified public accountant selected by BMS and as to which Eiger has no reasonable objection, at BMS’ expense, for the purpose of verifying royalty statements and payments for compliance with this Agreement for any period within the preceding [ * ]. 8.7.3 Eiger shall include in its Sublicense Agreements with any Sublicensees, a right for Eiger to inspect or have such an accountant inspect, not more than once during any Calendar Year, the books of accounting and such supporting data and records of such Sublicensees for the purpose of verifying royalty statements and payments for compliance with this Agreement for any period within the preceding [ * ]. 8.7.4 Results of any inspection under Section 8.7.2 or 8.7.3 shall be made available to both Eiger and BMS, and shall be deemed Eiger’s Confidential Information under this Agreement; provided that the independent, certified public accountant shall disclose to BMS only the amounts that the independent auditor believes to be due and [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. payable hereunder to BMS, details concerning any discrepancy from the amount paid (including the reasons therefor) and the amount due, and shall disclose no other information revealed in such audit. 8.7.5 Such accountant must have agreed in writing to maintain all information learned in confidence, except as necessary to disclose to BMS such compliance or noncompliance by Eiger, its Affiliates or Sublicensees (who must agree in the Sublicense Agreement that such audit report may be disclosed to BMS). The results of each inspection, if any, shall be binding on both Parties. BMS shall pay for such inspections, except that in the event there is any upward adjustment in aggregate royalties payable for any Calendar Year shown by such inspection of more than [ * ] of the amount paid, Eiger shall pay for such inspection. Any underpayments shall be paid by Eiger within [ * ] after notification of the results of such inspection. Any overpayments shall be fully creditable against amounts payable in subsequent payment periods.

Sales Record Audit. 8.7.1 Eiger Company shall keep, and shall cause each of its applicable Related Parties, if any, to keep, complete, true and accurate books of accounts and records in accordance with GAAP, including gross sales in accordance with GAAP and any deductions thereto in accordance with this Agreement’s Net Sales definition in connection with the calculation of Net Sales, sufficient to determine and establish the amounts payable incurred under this Agreement, and compliance with the other terms and conditions of this Agreement. 8.7.2 Such books of accounting of Eiger Company and its Affiliates shall be kept at their principal place of business and, with all necessary supporting data and records, shall during all reasonable times for the [ * [***] next following the end of the Calendar Year to which each shall pertain, be open for inspection not more than once [***] per Calendar Year at reasonable times by an independent certified public accountant selected by BMS and as to which Eiger Company has no reasonable objection, at BMS’ expense, for the purpose of verifying royalty statements and payments for compliance with this Agreement for any period within the preceding [ * [***]. 8.7.3 Eiger Company shall include in its Sublicense Agreements with any Sublicensees, a right for Eiger Company to inspect or have such an accountant inspect, not more than once [***] during any Calendar Year, the books of accounting and such supporting data and records of such Sublicensees for the purpose of verifying royalty statements and payments for compliance with this Agreement for any period within the preceding [ * [***]. Certain information marked as [***] has been excluded from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. 8.7.4 Results of any inspection under Section 8.7.2 or 8.7.3 shall be made available to both Eiger Company and BMS, and shall be deemed Eiger’s Confidential Information under this Agreement; provided that the . The independent, certified public accountant shall disclose to BMS only the amounts that the independent auditor believes to be due and [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. payable hereunder to BMS, details concerning any discrepancy from the amount paid (including the reasons therefor) and the amount due, and shall disclose no other information revealed in such audit. 8.7.5 Such accountant must have agreed in writing to maintain all information learned in confidence, except as necessary to disclose to BMS such compliance or noncompliance by EigerCompany, its Affiliates or Sublicensees and any applicable Related Parties (who must agree in the Sublicense Agreement that such audit report may be disclosed to BMS). The results of each inspection, if any, shall be binding on both Parties. BMS shall pay for such inspections, except that in the event there is any upward adjustment in aggregate royalties payable for any Calendar Year shown by such inspection of more than [ * [***] of the amount paid, Eiger Company shall pay for such inspection. Any underpayments shall be paid by Eiger Company within [ * [***] days after notification of the results of such inspection. Any overpayments shall be fully creditable against amounts payable in subsequent payment periods. If no further royalty payments are owed to BMS, BMS shall reimburse Company for the amount of the overpayment within [***] days.

Sales Record Audit. 8.7.1 Eiger Company shall keep, and shall cause each of its applicable Related Parties, if any, to keep, complete, true and accurate books of accounts and records in accordance with GAAP, including gross sales in accordance with GAAP and any deductions thereto in accordance with this Agreement’s Net Sales definition in connection with the calculation of Net Sales, sufficient to determine and establish the amounts payable incurred under this Agreement, and compliance with the other terms and conditions of this Agreement. 8.7.2 Such books of accounting of Eiger Company and its Affiliates shall be kept at their principal place of business and, with all necessary supporting data and records, shall during all reasonable times for the [ [* * *] years next following the end of the Calendar Year to which each shall pertain, be open for inspection not more than once per Calendar Year at reasonable times by an independent certified public accountant selected by BMS and as to which Eiger Company has no reasonable objection, at BMS’ expense, for the purpose of verifying royalty statements and payments for compliance with this Agreement for any period within the preceding [ * ]three (3) Calendar Years. 8.7.3 Eiger Company shall include in its Sublicense Agreements with any Sublicensees, a right for Eiger Company to inspect or have such an accountant inspect, not more than once during any Calendar Year, the books of accounting and such supporting data and records of such Sublicensees for the purpose of verifying royalty statements and payments for compliance with this Agreement for any period within the preceding [ [* ]* *] Calendar Years. 8.7.4 Results of any inspection under Section 8.7.2 or 8.7.3 shall be made available to both Eiger Company and BMS, and shall be deemed Eiger’s Confidential Information under this Agreement; provided that the . The independent, certified public accountant shall disclose to BMS only the amounts that the independent auditor believes to be due and [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. payable hereunder to BMS, details concerning any discrepancy from the amount paid (including the reasons therefor) and the amount due, and shall disclose no other information revealed in such audit. 8.7.5 Such accountant must have agreed in writing to maintain all information learned in confidence, except as necessary to disclose to BMS such compliance or noncompliance by EigerCompany, its Affiliates or Sublicensees and any applicable Related Parties (who must agree in the Sublicense Agreement that such audit report may be disclosed to BMS). The results of each inspection, if any, shall be binding on both Parties. BMS shall pay for such inspections, except that in the event there is any upward adjustment in aggregate royalties payable for any Calendar Year shown by such inspection of more than [ [* * *] of the amount paid, Eiger Company shall pay for such inspection. Any underpayments shall be paid by Eiger Company within [ [* * *] days after notification of the results of such inspection. Any overpayments shall be fully creditable against amounts payable in subsequent payment periods.

Sales Record Audit. 8.7.1 Eiger ITI shall keep, and shall cause each of its applicable Related PartiesAffiliates, distributors and Sublicensees, if any, to keep, complete, true full and accurate books of accounts and records in accordance with GAAP, including gross sales accounting in accordance with GAAP and any deductions thereto in accordance with this Agreement’s Net Sales definition in connection with containing all particulars that may be necessary for the calculation purpose of Net Sales, sufficient calculating all royalties payable to determine and establish the amounts payable incurred under this Agreement, and compliance with the other terms and conditions of this AgreementBMS. 8.7.2 Such books of accounting of Eiger ITI and its Affiliates shall be kept at their principal place of business and, with all necessary supporting data and records, shall during all reasonable times for the [ * [***] ([***]) [***] next following the end of the Calendar Year to which each shall pertain, be open for inspection not more than once per Calendar Year during any 12 month period at reasonable times by an independent certified public accountant selected by BMS and as to which Eiger ITI has no reasonable objection, at BMS’ expense, for the purpose of verifying royalty statements and payments for compliance with this Agreement for any period within the preceding [ * ]Agreement. 8.7.3 Eiger shall include in its Sublicense Agreements with any Sublicensees, a right for Eiger to inspect or have such an accountant inspect, not more than once during any Calendar Year, the Such books of accounting of ITI’s distributors and such Sublicensees (if any) shall be kept at their principal place of business and, with all necessary supporting data and records records, shall during all reasonable times for [***] ([***]) [***] next following the end of the Calendar Year to which each shall pertain, be open for inspection at reasonable times by an independent certified accountant selected by ITI and as to which BMS and such Sublicensees distributor or Sublicensee have no reasonable objection, at BMS’ expense, for the purpose of verifying royalty statements and payments for compliance with this Agreement Agreement. ITI shall, upon request of BMS but not more than once during any 12 month period, have such an accountant inspect such books of accounting and such supporting data and records for such purpose. BMS shall be informed of the results of such audit by ITI, and to be provided by ITI with a copy of any period within the preceding [ * ]report prepared by such accountant. 8.7.4 Results of any inspection under Section 8.7.2 or 8.7.3 shall be made available to both Eiger and BMS, and shall be deemed Eiger’s Confidential Information under this Agreement; provided that the independent, certified public accountant shall disclose to BMS only the amounts that the independent auditor believes to be due and [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. payable hereunder to BMS, details concerning any discrepancy from the amount paid (including the reasons therefor) and the amount due, and shall disclose no other information revealed in such audit. 8.7.5 Such accountant must have agreed in writing to maintain all information learned in confidence, except as necessary to disclose to BMS such compliance or noncompliance by EigerITI, its Affiliates Affiliates, distributors or Sublicensees (who must agree in the Sublicense License Agreement that such audit report may be disclosed to BMS). The results of each inspection, if any, shall be binding on both Parties. BMS shall pay for such inspections, except that in the event there is any upward adjustment in aggregate royalties payable for any Calendar Year year shown by such inspection of more than [ * [***] ([***]) of the amount paid, Eiger ITI shall pay for such inspection. Any underpayments shall be paid by Eiger ITI within [ * ] after ten (10) Business Days of notification of the results of such inspection. Any overpayments shall be fully creditable against amounts payable in subsequent payment periods. Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Sales Record Audit. 8.7.1 Eiger shall keep, and shall cause each of its applicable Related Parties, if any, to keep, complete, true and accurate books of accounts and records in accordance with GAAP, including gross sales in accordance with GAAP and any deductions thereto in accordance with this Agreement’s Net Sales definition in connection with the calculation of Net Sales, sufficient to determine and establish the amounts payable incurred under this Agreement, and compliance with the other terms and conditions of this Agreement. 8.7.2 Such books of accounting of Eiger and its Affiliates shall be kept at their principal place of business and, with all necessary supporting data and records, shall during all reasonable times for the [ * ] next following the end of the Calendar Year to which each shall pertain, be open for inspection not more than once per Calendar Year at reasonable times by an independent certified public accountant selected by BMS and as to which Eiger has no reasonable objection, at BMS’ expense, for the purpose of verifying royalty statements and payments for compliance with this Agreement for any period within the preceding [ * ]. 8.7.3 Eiger shall include in its Sublicense Agreements with any Sublicensees, a right for Eiger to inspect or have such an accountant inspect, not more than once during any Calendar Year, the books of accounting and such supporting data and records of such Sublicensees for the purpose of verifying royalty statements and payments for compliance with this Agreement for any period within the preceding [ * ]. 8.7.4 Results of any inspection under Section 8.7.2 or 8.7.3 shall be made available to both Eiger and BMS, and shall be deemed Eiger’s Confidential Information under this Agreement; provided that the independent, certified public accountant shall disclose to BMS only the amounts that the independent auditor believes to be due and [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. payable hereunder to BMS, details concerning any discrepancy from the amount paid (including the reasons therefor) and the amount due, and shall disclose no other information revealed in such audit. 8.7.5 Such accountant must have agreed in writing to maintain all information learned in confidence, except as necessary to disclose to BMS such compliance or noncompliance by Eiger, its Affiliates or Sublicensees (who must agree in the Sublicense Agreement that such audit report may be disclosed to BMS). The results of each inspection, if any, shall be binding on both Parties. BMS shall pay for such inspections, except that in the event there is any upward adjustment in aggregate royalties payable for any Calendar Year shown by such inspection of more than [ * ] of the amount paid, Eiger shall pay for such inspection. Any underpayments shall be paid by Eiger within [ * ] after notification of the results of such inspection. Any overpayments shall be fully creditable against amounts payable in subsequent payment periods.

Sales Record Audit. 8.7.1 Eiger Amgen shall keep, and shall cause each of its applicable Related PartiesAffiliates, and Sublicensees, if any, to keep, complete, true complete and accurate books of accounts and records in accordance with GAAP, including gross sales accounting in accordance with GAAP and any deductions thereto in accordance with this Agreement’s Net Sales definition in connection with containing all particulars that may be necessary for the calculation purpose of Net Sales, sufficient calculating all royalties payable to determine and establish the amounts payable incurred under this Agreement, and compliance with the other terms and conditions of this Agreement. 8.7.2 Predix. Such books of accounting (including those of Eiger Amgen's Affiliates, and its Affiliates Sublicensees, if any) shall be kept at their principal place of business and, with all necessary supporting data and records, shall during all reasonable times for the [ * [****] next following the end of the Calendar Year to which each shall pertain, be open for inspection not more than once per Calendar Year at reasonable times during normal business hours, upon reasonable advance written notice (but no less than ten (10) Business Days), by an independent certified public accountant selected by BMS Predix, and as to which Eiger Amgen has no reasonable objection, at BMS’ Predix's expense, for the sole purpose of verifying royalty statements and payments for compliance with this Agreement Agreement. In no event shall such audits be conducted hereunder more frequently [****], and books and records for any period within the preceding [ * ]. 8.7.3 Eiger particular year shall include in its Sublicense Agreements with any Sublicensees, a right for Eiger only be subject to inspect or have such an accountant inspect, not more than once during any Calendar Year, the books of accounting and such supporting data and records of such Sublicensees for the purpose of verifying royalty statements and payments for compliance with this Agreement for any period within the preceding [ * ]. 8.7.4 Results of any inspection under Section 8.7.2 or 8.7.3 shall be made available to both Eiger and BMS, and shall be deemed Eiger’s Confidential Information under this Agreement; provided that the independent, certified public accountant shall disclose to BMS only the amounts that the independent auditor believes to be due and [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amendedone audit. payable hereunder to BMS, details concerning any discrepancy from the amount paid (including the reasons therefor) and the amount due, and shall disclose no other information revealed in such audit. 8.7.5 Such accountant must have agreed in writing with Amgen to maintain all information learned in confidence, except as necessary to disclose to BMS Predix such compliance or noncompliance by EigerAmgen, its Affiliates or Sublicensees (who must agree in and not to use such information for any purpose other than the Sublicense Agreement that such purpose of the audit report may be disclosed to BMS)under this Section 7.7. The results independent accountant or Predix shall provide to Amgen a copy of each inspection, if any, the independent accountant's report promptly after it is first provided to Predix. The report and communication of such accountant to Predix with respect to such inspection shall be binding on both Partieslimited to a certificate stating whether any report made or payment submitted by Amgen during such period is accurate or inaccurate and the amount of any payment discrepancy, regardless if the discrepancy is favorable or unfavorable to Predix. BMS Predix shall pay for such inspections, except that in the event there is any upward adjustment in aggregate royalties payable for any Calendar Year year shown by such inspection of more than [ * [****] of the amount paid, Eiger Amgen shall pay for such inspection. Any underpayments shall be paid by Eiger Amgen within [ * [********] after of notification of the results of such inspection. Any overpayments [****] shall be fully creditable against amounts [****] payable in subsequent payment periods; provided that, if [****] are payable from [****] prior to termination or expiration of the Agreement, then [****] shall promptly thereafter pay to [****] the [****] of [****]. All information disclosed to Predix or its independent accountant in connection with any audit under this Section 7.7 shall be deemed Amgen Confidential Information.

Sales Record Audit. 8.7.1 Eiger Company shall keep, and shall cause each of its applicable Related Parties, if any, to keep, complete, true and accurate books of accounts and records in accordance with GAAP, including gross sales in accordance with GAAP and any deductions thereto in accordance with this Agreement’s Net Sales definition in connection with the calculation of Net Sales, sufficient to determine and establish the amounts payable incurred under this Agreement, and compliance with the other terms and conditions of this Agreement. 8.7.2 Such books of accounting of Eiger Company and its Affiliates shall be kept at their principal place of business and, with all necessary supporting data and records, shall during all reasonable times for the [ * [***] next following the end of the Calendar Year to which each shall pertain, be open for inspection not more than once per Calendar Year at reasonable times by an independent certified public accountant selected by BMS and as to which Eiger Company has no reasonable objection, at BMS’ expense, for the purpose of verifying royalty statements and payments for compliance with this Agreement for any period within the preceding [ * [***]. 8.7.3 Eiger Company shall include in its Sublicense Agreements with any Sublicensees, a right for Eiger Company to inspect or have such an accountant inspect, not more than once during any Calendar Year, the books of accounting and such supporting data and records of such Sublicensees for the purpose of verifying royalty statements and payments for compliance with this Agreement for any period within the preceding [ * [***]. 8.7.4 Results of any inspection under Section 8.7.2 or 8.7.3 shall be made available to both Eiger Company and BMS, and shall be deemed Eiger’s Confidential Information under this Agreement; provided that the . The independent, certified public accountant shall disclose to BMS only the amounts that the independent auditor believes to be due and [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. payable hereunder to BMS, details concerning any discrepancy from the amount paid (including the reasons therefor) and the amount due, and shall disclose no other information revealed in such audit. 8.7.5 Such accountant must have agreed in writing to maintain all information learned in confidence, except as necessary to disclose to BMS such compliance or noncompliance by EigerCompany, its Affiliates or Sublicensees and any applicable Related Parties (who must agree in the Sublicense Agreement that such audit report may be disclosed to BMS). The results of each inspection, if any, shall be binding on both Parties. BMS shall pay for such inspections, except that in the event there is any upward adjustment in aggregate royalties payable for any Calendar Year shown by such inspection of more than [ * [***] of the amount paid, Eiger Company shall pay for such inspection. Any underpayments shall be paid by Eiger Company within [ * [***] after notification of the results of such inspection. Any overpayments shall be fully creditable against amounts payable in subsequent payment periods.

Sales Record Audit. 8.7.1 Eiger 8.6.1 Company shall keep, and shall cause each of its applicable Related Parties, if any, to keep, complete, true and accurate books of accounts and records in accordance with GAAP, including gross sales in accordance with GAAP and any deductions thereto in accordance with this Agreement’s Net Sales definition in connection with the calculation of Net Sales, sufficient to determine and establish the amounts payable incurred under this Agreement, and compliance with the other terms and conditions of this Agreement. 8.7.2 8.6.2 Such books of accounting of Eiger Company and its Affiliates shall be kept at their principal place of business and, with all necessary supporting data and records, shall during all reasonable times for the [ * [***] years next following the end of the Calendar Year to which each shall pertain, be open for inspection not more than once per Calendar Year at reasonable times by an independent certified public accountant selected by BMS and as to which Eiger Company has no reasonable objection, at BMS’ expense, for the purpose of verifying royalty statements and payments for compliance with this Agreement for any period within the preceding [ * ][***] Calendar Years. 8.7.3 Eiger 8.6.3 Company shall include in its Sublicense Agreements with any Sublicensees, a right for Eiger Company to inspect or have such an accountant inspect, not more than once during any Calendar Year, the books of accounting and such supporting data and records of such Sublicensees for the purpose of verifying royalty statements and payments for compliance with this Agreement for any period within the preceding [ * ]. 8.7.4 [***] Calendar Years. 8.6.4 Results of any inspection under Section 8.7.2 8.6.2 or 8.7.3 8.6.3 shall be made available to both Eiger Company and BMS, and shall be deemed Eiger’s Confidential Information under this Agreement; provided that the . The independent, certified public accountant shall disclose to BMS only the amounts that the independent auditor believes to be due and [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. payable hereunder to BMS, details concerning any discrepancy from the amount paid (including the reasons therefor) and the amount due, and shall disclose no other information revealed in such audit. 8.7.5 Such accountant must have agreed in writing to maintain all information learned in confidence, except as necessary to disclose to BMS such compliance or noncompliance by Eiger, its Affiliates or Sublicensees (who must agree in the Sublicense Agreement that such audit report may be disclosed to BMS). The results of each inspection, if any, shall be binding on both Parties. BMS shall pay for such inspections, except that in the event there is any upward adjustment in aggregate royalties payable for any Calendar Year shown by such inspection of more than [ * ] of the amount paid, Eiger shall pay for such inspection. Any underpayments shall be paid by Eiger within [ * ] after notification of the results of such inspection. Any overpayments shall be fully creditable against amounts payable in subsequent payment periods.

Sales Record Audit. 8.7.1 Eiger Licensee shall keep, and shall cause each of its applicable Related Parties, if any, to keep, complete, true and accurate books of accounts and records in accordance with GAAP, including gross sales in accordance with GAAP and any deductions thereto in accordance with this Agreement’s Net Sales definition in connection with the calculation of Net Sales, sufficient to determine and establish the amounts payable incurred under this Agreement, and compliance with the other terms and conditions of this Agreement. 8.7.2 Such books of accounting of Eiger Licensee and its Affiliates shall be kept at their principal place of business and, with all necessary supporting data and records, shall during all reasonable times for the [ * ] next 12 months following the end of the Calendar Year to which each shall pertain, be open for inspection not more than once per Calendar Year at reasonable times by an independent certified public accountant selected by BMS Licensor and as to which Eiger Licensee has no reasonable objection, at BMS’ Licensor’s expense, for the purpose of verifying royalty statements and payments for compliance with this Agreement for any period within the preceding [ * ]three (3) years. 8.7.3 Eiger Licensee shall include in its Sublicense Agreements with any SublicenseesSub-Licensees, a right for Eiger Licensee to inspect or have such an accountant inspect, not more than once during any Calendar Year, inspect the books of accounting and such supporting data and records of such Sublicensees Sub-Licensees for the purpose of verifying royalty statements and payments for compliance with this Agreement for any period within the preceding [ * ]three (3) years. 8.7.4 Results of any inspection under Section 8.7.2 or 8.7.3 shall be made available to both Eiger Licensor and BMSLicensee, and shall be deemed EigerLicensor’s Confidential Information under this Agreement; provided that the independent, certified public accountant shall disclose to BMS Licensor only the amounts that the independent auditor believes to be due and [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. payable hereunder to BMSLicensor, details concerning any discrepancy from the amount paid (including the reasons therefor) and the amount due, and shall disclose no other information revealed in such audit. 8.7.5 Such accountant must have agreed in writing to maintain all information learned in confidence, except as necessary to disclose to BMS Licensor such compliance or noncompliance by EigerLicensee, its Affiliates or Sublicensees Sub-Licensees (who must agree in the Sublicense Agreement that such audit report may be disclosed to BMSLicensor). The results of each inspection, if any, shall be binding on both Parties. BMS Licensor shall pay for such inspections, except that in the event there is any upward adjustment in aggregate royalties payable for any Calendar Year shown by such inspection of more than [ * ] of the amount paid, Eiger shall pay for such inspection. Any underpayments shall be paid by Eiger Licensee within [ * ] three (3) months after notification of the results of such inspection. Any overpayments shall be fully creditable against amounts payable in subsequent payment periods.