Common use of Underpayments/Overpayments Clause in Contracts

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

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