Common use of Overpayments; Underpayments Clause in Contracts

Overpayments; Underpayments. If, after conducting an audit pursuant to Section 3.6.2, the applicable accounting firm concludes that additional royalties were due to Spark, then Pfizer will pay to Spark the additional royalties within [**] days of the date Pfizer receives such accountant’s written report, together with interest calculated as set forth in Section 3.7. Further, if the amount of such underpayments exceeds more than [**] percent ([**]%) of the amount that was properly payable to Spark in any calendar year, then Pfizer shall reimburse Spark for Spark’s out-of-pocket costs in connection with the audit. If the accounting firm concludes that Pfizer overpaid royalties to Spark, then Spark shall refund such overpayments to Pfizer within [**] days of the date Spark receives such accountant’s report.