Common use of Underpayments/Overpayments Clause in Contracts

Underpayments/Overpayments. If such accounting firm concludes that additional portions of Sublicense Revenue were due to Progenics under Section 6.4(a) or additional royalties were due to Progenics under Section 6.5(a), Salix shall pay to Progenics the additional Sublicense Revenue or royalties, as the case may be, within [*] ([*]) days of the date Salix receives such accountant’s written report, plus interest, which shall be calculated at the average of the prime rate reported by JPMorgan Chase, New York City, each month during the period beginning on the day the unpaid amount was due until the unpaid amount is paid in full, plus [*] percent ([*]%) per annum. If such underpayment exceeds the greater of [*] dollars ($[*]) and [*] percent ([*]%) of the aggregate share of Sublicense Revenue and royalties that were to be paid by Salix to Progenics for the audited period, Salix also shall reimburse Progenics for the out-of-pocket expenses incurred in conducting the audit. Progenics shall not reveal to such accounting firm the conditions under which the audit expenses are to be reimbursed hereunder. If such accounting firm concludes that Salix overpaid Sublicense Revenue or royalties to Progenics, Progenics will refund such overpayments to Salix within [*] ([*]) days of the date Progenics receives such accountant’s report. [*] interest shall be due to Salix on any such overpayment.

Underpayments/Overpayments. (a) If such accounting firm correctly concludes (such conclusion subject to the dispute resolution procedures set forth in Section 11.17) that additional portions of Sublicense Revenue were due to Progenics under Section 6.4(a) or additional royalties were due to Progenics under Section 6.5(a)Xxxxx, Salix shall Licensee shall, if applicable, pay to Progenics Xxxxx the additional Sublicense Revenue or royalties, as the case may be, royalties within [*] sixty ([*]60) days of after the date Salix Licensee receives such accountant’s written report, plus interest, which shall be calculated at the average of the prime rate reported by JPMorgan Chase, New York City, each month during the period beginning on the day the unpaid amount was due until the unpaid amount is paid report so correctly concluding (unless disputed in full, plus [*] percent ([*]%) per annumgood faith hereunder). If such underpayment exceeds the greater of [*] dollars ($[*]) and [*] five percent ([*]5%) of the aggregate share of Sublicense Revenue and royalties that were to be paid by Salix to Progenics for the all audited periodperiods, Salix Licensee also shall reimburse Progenics Xxxxx for the all out-of-pocket expenses incurred in conducting the audit. Progenics shall not reveal to such accounting firm the conditions under which the audit expenses are to be reimbursed hereunder. If such accounting firm correctly concludes that Salix Licensee overpaid Sublicense Revenue or royalties to ProgenicsXxxxx, Progenics will then Xxxxx shall refund such overpayments to Salix Licensee within [*] sixty ([*]60) days of after the date Progenics Xxxxx receives such accountant’s report. [*] interest shall be report so correctly concluding, or, if mutually agreed by the Parties, during such sixty (60) day period, credit the amount of such overpayments against any existing or future payments due to Salix on Xxxxx hereunder, as mutually agreed by the Parties. (b) If such accounting firm correctly concludes (such conclusion subject to the dispute resolution procedures set forth in Section 11.17) that Licensee was overcharged for payments relating to the conduct of Consulting Activities and Continued Existing Clinical Studies, then Xxxxx shall refund such overpayments to Licensee within sixty (60) days after the date Xxxxx receives such accountant’s report so correctly concluding, or, if mutually agreed by the Parties, during such sixty (60) day period, credit the amount of such overpayments against any existing or future payments due to Xxxxx hereunder, as mutually agreed by the Parties. If such overpaymentoverpayment exceeds five percent (5%) of the proper amount due for all audited activities, Xxxxx also shall reimburse Licensee for all out-of-pocket expenses incurred in conducting the audit.

Underpayments/Overpayments. If such accounting firm correctly concludes that additional portions of Sublicense Revenue Net Profits were due to Progenics under Section 6.4(a) ViroPharma or that additional royalties were due to Progenics under Section 6.5(a)ViroPharma, Salix Wyeth shall pay to Progenics ViroPharma the additional Sublicense Revenue Net Profits or additional royalties, as the case applicable, together with any interest that may be, be due thereon as provided in Section 7.8 within [*] thirty ([*]30) days of the date Salix Wyeth receives such accountant’s 's written report, plus interest, which shall be calculated at the average of the prime rate reported by JPMorgan Chase, New York City, each month during the period beginning on the day the unpaid amount was due until the unpaid amount is paid in full, plus [*] percent ([*]%) per annumreport so correctly concluding. If such underpayment exceeds the greater of [*] dollars ($[*]) and [*] five percent ([*]5%) of the aggregate share of Sublicense Revenue and Net Profits that were to be distributed to ViroPharma or the royalties that were to be paid by Salix to Progenics for the audited periodViroPharma, Salix as applicable, Wyeth also shall reimburse Progenics ViroPharma for the out-of-pocket expenses incurred in conducting the audit. Progenics shall not reveal , except in the event that such underpayment was due to such accounting firm the conditions under which the audit expenses are any inaccurate information provided by ViroPharma to be reimbursed hereunderWyeth. If such accounting firm correctly concludes that Salix additional Net Profits were to be allocated to Wyeth (i.e., there was an overpayment in the distribution of Net Profits to ViroPharma) or that Wyeth overpaid Sublicense Revenue or royalties to ProgenicsViroPharma, Progenics ViroPharma will refund such overpayments to Salix Wyeth, together with any interest that may be due thereon as provided in Section 7.8, within [*] thirty ([*]30) days of the date Progenics ViroPharma receives such accountant’s report's report so correctly concluding. [*] interest shall be If the amount of such overpayment that is due to Salix on any such overpaymentinaccurate information provided by ViroPharma to Wyeth exceeds five percent (5%) of the Net Profits that were to be paid to ViroPharma or the royalties that were to be paid to ViroPharma, as applicable, ViroPharma also shall reimburse AHCP for any out-of-pocket expenses incurred by Wyeth in conducting the audit.

Underpayments/Overpayments. If such accounting firm correctly concludes that additional portions of Sublicense Revenue Net Profits were due to Progenics under Section 6.4(a) ViroPharma or that additional royalties were due to Progenics under Section 6.5(a)ViroPharma, Salix AHPC shall pay to Progenics ViroPharma the additional Sublicense Revenue Net Profits or additional royalties, as the case applicable, together with any interest that may be, be due thereon as provided in Section 7.8 within [*] thirty ([*]30) days of the date Salix AHPC receives such accountant’s 's written report, plus interest, which shall be calculated at the average of the prime rate reported by JPMorgan Chase, New York City, each month during the period beginning on the day the unpaid amount was due until the unpaid amount is paid in full, plus [*] percent ([*]%) per annumreport so correctly concluding. If such underpayment exceeds the greater of [*] dollars ($[*]) and [*] five percent ([*]5%) of the aggregate share of Sublicense Revenue and Net Profits that were to be distributed to ViroPharma or the royalties that were to be paid by Salix to Progenics for the audited periodViroPharma, Salix as applicable, AHPC also shall reimburse Progenics ViroPharma for the out-of-pocket expenses incurred in conducting the audit. Progenics shall not reveal , except in the event that such underpayment was due to such accounting firm the conditions under which the audit expenses are any inaccurate information provided by ViroPharma to be reimbursed hereunderAHPC. If such accounting firm correctly concludes that Salix additional Net Profits were to be allocated to AHPC (i.e., there was an overpayment in the distribution of Net Profits to ViroPharma) or that AHPC overpaid Sublicense Revenue or royalties to ProgenicsViroPharma, Progenics ViroPharma will refund such overpayments to Salix AHPC, together with any interest that may be due thereon as provided in Section 7.8, within [*] thirty ([*]30) days of the date Progenics ViroPharma receives such accountant’s report's report so correctly concluding. [*] interest shall be If the amount of such overpayment that is due to Salix on any such overpaymentinaccurate information provided by ViroPharma to AHPC exceeds five percent (5%) of the Net Profits that were to be paid to ViroPharma or the royalties that were to be paid to ViroPharma, as applicable, ViroPharma also shall reimburse AHCP for any out-of-pocket expenses incurred by AHPC in conducting the audit.