Financial Terms Contract Clauses (200)

Financial Terms. CLIENT will make payments to LONZA in the amounts and on the dates set forth in an applicable the Statement of Work or if not set forth in any such Statement Work, within [***] days after upon 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 paid an invoice, together with any information and documents reasonably necessary for LONZA to evaluate such dispute (hereinafter a "Disputed Invoice") invoice within [***] days of the applicable due date (as established by Section8.2), Section 9.2), CLIENT's failure shall be considered a material breach under Section13.2, Section 14.2, 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 Section 9.2), [***]. 9.2 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 should be e-mailed to [***] [***], with a copy 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. [***]. Where customer will be charged separately for raw materials and subcontracted services, Lonza shall provide [***] cost of those raw materials and subcontracted services in the applicable SOW. The price actual cost of raw materials and subcontracted services shall be invoiced to CLIENT [***]. At customer's reasonable request, Lonza shall provide a detailed breakdown of the actual expenditure to customer. 9 [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. 9.3 Credit for CLIENT. CLIENT shall have and be entitled to a credit in the local currency total amount of [***], so long as CLIENT and LONZA enter into the location of Strategic Agreement or an amendment to this Agreement which shall include, among other things, the Facility in which the Services were performed. 8.3 details and parameters for such credit. 9.4 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 9.5 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 9.6 Method of Payment. Except as otherwise set forth in Section 8.2, 9.2, 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 9.7 [***]. The [***] will be [***], provided, however in no event shall [***]. In addition to the foregoing, the [***]. View More

Financial Terms. 5.1 Remittance to ***. Amphastar. 5.1.1 Subject to the terms and conditions of this Agreement, Eton shall pay to *** Amphastar 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 of the other product(s) in the combination sale, each as reasonably determined by Eton. 5.3 Withholding Taxes. 5.2 Reports and Payments. 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). 5.4.2 If such accounting firm concludes that additional amounts were owed during the audited period, the other party shall pay such additional amounts within thirty (30) days after the date the Auditing Party delivers to the other party such accounting firm's written report so concluding. 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