Financial Terms Contract Clauses (82)

Financial Terms. CLIENT will make payments to LONZA in the amounts and on the dates set forth in an applicable Statement of Work or if not set forth in any such Statement Work, within [***] days after receipt of an invoice from LONZA. In the event that CLIENT has not either paid, or given written notice to LONZA that it disputes all or a portion of an invoice, together with any information and documents reasonably necessary for LONZA to evaluate such dispute (hereinafter a "Disputed Invoice") within [***] days o...f the applicable due date (as established by Section8.2), CLIENT's failure shall be considered a material breach under Section13.2, subject to the cure provisions set forth therein. Further, in addition to all other remedies available to LONZA, in the event that CLIENT has not paid an invoice other than a Disputed Invoice within [***] days of the applicable due date (as established by Section8.2), LONZA may elect to suspend the provision of all or a portion of the services under this Agreement, provided that CLIENT [***] = Certain information contained in this document, marked by brackets, has been omitted because it is both not material and would be competitively harmful if publicly disclosed. 12 shall remain liable for all fees owed for Services performed in accordance with the Statement of Work during any such suspension. 8.2 Invoices and Pricing. LONZA will charge for the services in accordance with the price schedule in each individual Statement of Work. LONZA will invoice CLIENT according to the schedule set forth in a Statement of Work. LONZA will deliver invoices electronically by email, which shall be considered to be an original invoice. Invoices shall be e-mailed to [***] and/or to such other e-mail address(es) as CLIENT may stipulate from time to time. LONZA will not deliver a paper invoice. Payment of invoices is due as provided in the Statement of Work. Unless otherwise provided in the Statement of Work, all pricing excludes taxes and costs relating to shipping, validation and regulatory filings. The price shall be invoiced to CLIENT in the local currency of the location of the Facility in which the Services were performed. 8.3 Taxes. CLIENT agrees that it is responsible for and will pay any sales, use or other taxes (the "Taxes") resulting from LONZA's production of Product under this Agreement (except for income or personal property taxes payable by LONZA). To the extent not paid by CLIENT, CLIENT will indemnify and hold harmless the LONZA Parties from and against any and all penalties, fees, expenses and costs whatsoever in connection with the failure by CLIENT to pay the Taxes. LONZA will not collect any sales and use taxes from CLIENT in connection with the production of any Product hereunder if CLIENT provides to LONZA the appropriate valid exemption certificates. 8.4 Interest. Any fee, charge or other payment due to LONZA by CLIENT under this Agreement other than a Disputed Invoice that is not paid within [***] days after it is due will accrue interest on a daily basis at a rate of [***] (or the maximum legal interest rate allowed by applicable law, if less) from and after such date. 8.5 Method of Payment. Except as otherwise set forth in Section 8.2, all payments to LONZA hereunder by CLIENT will be in United States currency and will be by check, wire transfer, money order, or other method of payment approved by LONZA. Bank information for wire transfers is as follows: Mailing address for wire transfer payments: [***] Please email remittance advice to [***]. View More

Financial Terms. 5.1 Remittance to ***. 5.1.1 Subject to the terms and conditions of this Agreement, Eton shall pay to *** thirty percent (30%) of the Product Profits. 5.1.2 In the event that a Product is sold by Eton or its Affiliates in combination with one or more products which is itself not a Product, then Net Sales of such combination shall be adjusted by multiplying the Net Sales of such combination by the fraction A/(A+B) where A is the fair market value of the Product(s) and B is the fair market value o...f the other product(s) in the combination sale, each as reasonably determined by Eton. 5.3 Withholding Taxes. 5.4 Audits. 5.4.1 Upon the written request of a party (the "Auditing Party") and not more than once in each calendar year, the other party shall permit an independent certified public accounting firm of nationally recognized standing selected by the Auditing Party and reasonably acceptable to the other party, at the Auditing Party's expense, to have access during normal business hours to such of the financial records of the other party as may be reasonably necessary to verify the accuracy of any invoices, reports, or other records of any amounts owed hereunder for the eight (8) calendar quarters immediately prior to the date of such request (other than records for which the Auditing Party has already conducted an audit under this Section). 5.4.3 The Auditing Party shall cause its accounting firm to retain all financial information subject to review under this Section 5.4 in strict confidence; provided, however, that the other party shall have the right to require that such accounting firm, prior to conducting such audit, enter into an appropriate and reasonable non-disclosure agreement with the other party regarding such financial information. View More