Common use of Charges for Services Clause in Contracts

Charges for Services. Sponsor shall pay PPD for the Services performed under this Agreement and any Project Addendum (“Direct Fees”) in accordance with the rates or unit prices for such Services set forth in such Project Addendum. Sponsor shall also reimburse PPD for the reasonable out-of-pocket expenses incurred in connection with the performance of the Services with respect to a Project, including, without limitation, investigator grants and fees, travel expenses, shipping and postage costs, copying and printing fees, copyright fees, third party drug storage and distribution fees, required Institutional Review Board or similar board or committee fees, and other “pass through” expenses incurred in connection with performing the Services (collectively, the “Pass Through Costs”). PPD shall obtain the approval of Sponsor, not to be unreasonably withheld or delayed, prior to incurring any Pass Through Costs that exceed the Pass Through Costs specified in a Project Addendum by more than [*] percent ([*]%). Except as otherwise expressly provided in a Project Addendum, PPD shall submit to Sponsor for each Project a monthly invoice describing the Services performed on such Project, the Direct Fees due for such Services, and all Pass Through Costs. Sponsor shall pay the undisputed portion of a monthly invoice within thirty (30) days of receipt of said invoice. In the event that Sponsor disputes an item in a monthly invoice, Sponsor shall notify PPD of the nature and amount of the dispute within thirty (30) days of receipt of such invoice. If Sponsor fails to notify PPD of a dispute within such thirty (30) day period, all such disputes shall be deemed waived and Sponsor shall pay the invoice in full. The parties shall, promptly and in good faith, reconcile the dispute, and Sponsor shall pay reconciled amounts within ten (10) days of reconciliation. PPD shall have no obligation to pay subcontractor costs or investigator grant payments to any subcontractor or investigator site (the “Site”) for conduct of services related to a Project until PPD has received payment of such Pass Through Costs from Sponsor. Notwithstanding anything to the contrary contained herein, Sponsor acknowledges and agrees that certain vendor and subcontractor contracts, including without limitation, contracts for investigator meetings and patient recruitment services, must be advanced and paid in advance by Sponsor. PPD shall be under no obligation to incur any such vendor or subcontractor fees until such fees are received by Sponsor. In addition, in certain circumstances PPD may require investigator grants to be advanced by Sponsor at the timeframes mutually agreed upon by the parties.

Charges for Services. Sponsor shall pay PPD for the all Services performed under this Agreement and any Project Addendum (“Direct Fees”) in accordance with the rates or unit prices for such Services set forth in such Project Addendum. Sponsor shall also reimburse PPD for the reasonable all out-of-pocket expenses incurred in connection with the performance of the Services with respect to a Project, including, without limitation, investigator grants and fees, travel expenses, shipping and postage costs, copying and printing fees, copyright fees, third party drug storage and distribution fees, required Institutional Review Board or similar board or committee fees, and other “pass through” expenses reasonably expected to be incurred in connection with performing the Services (collectively, the “Pass Through Costs”). PPD shall obtain the approval of Sponsor, not to be unreasonably withheld or delayed, prior to incurring any Pass Through Costs that exceed the Pass Through Costs specified in a Project Addendum by more than [*] percent ([*]%). Except as otherwise expressly provided in a Project Addendum, PPD shall submit to Sponsor for each Project a monthly invoice describing the Services performed on such Project, the Direct Fees due for such Services, and all Pass Through CostsCosts paid by PPD. Sponsor shall pay the undisputed portion of a monthly each invoice within thirty forty five (3045) days of receipt of said invoice. In the event that If payment is not received by PPD within such forty five-day period, PPD shall provide notice to Sponsor disputes an item in a monthly invoice, Sponsor shall notify PPD of the nature and amount of the dispute within thirty writing (30e-mail is sufficient) days of receipt of such unpaid invoice. If Sponsor fails to notify PPD any portion of a dispute within such thirty (30) day periodan invoice is disputed, all such disputes shall be deemed waived and Sponsor shall pay the invoice undisputed amounts in full. The parties shall, promptly and in good faith, reconcile accordance with the disputeterms above, and Sponsor the Parties shall pay reconciled amounts within ten (10) days of reconciliationuse good faith efforts to resolve differences or discrepancies with regard to any disputed amount as soon as practicable. PPD shall have no obligation to pay subcontractor costs Subcontractor (as defined in Section 14.11) costs, vendor costs, or investigator grant payments to any subcontractor Subcontractor, vendor or investigator site (the “Site”) for conduct of services related to a Project until PPD has received payment of such Pass Through Costs from Sponsor. Notwithstanding anything to the contrary contained herein, Sponsor acknowledges and agrees that certain vendor and subcontractor Subcontractor contracts, including without limitation, contracts for investigator meetings and patient recruitment services, must be advanced and paid in advance up front by Sponsor. PPD shall be under no obligation to incur any such vendor or subcontractor Subcontractor fees until such fees are received by from Sponsor. In addition, in certain circumstances PPD may require all investigator grants to shall be advanced by Sponsor at the timeframes mutually agreed upon by the parties.

Charges for Services. Sponsor All charges shall pay PPD for be due and payable, in U.S. Dollars, within thirty (30) calendar days after the Services performed under this Agreement and any Project Addendum (“Direct Fees”) in accordance with the rates or unit prices for such Services set forth in such Project Addendum. Sponsor shall also reimburse PPD for the reasonable out-of-pocket expenses incurred in connection with the performance date of the Services with respect invoice. Any amount not paid when due shall bear interest at the rate of 1.5% per month, or the highest interest rate allowed by law, whichever is lower. Syniverse invoices will be made available to a ProjectCustomer via Syniverse’s web interface, including, without limitation, investigator grants and fees, travel expenses, shipping and postage costs, copying and printing fees, copyright fees, third party drug storage and distribution fees, required Institutional Review Board or similar board or committee feesCrossroads®, and other “pass through” expenses incurred in connection via email to the address listed below. Customer shall maintain with performing the Services Syniverse at all times its billing address and two (collectively, the “Pass Through Costs”)2) invoice contact persons who will be responsible for receiving monthly invoices. PPD Customer shall obtain the approval of Sponsor, not to be unreasonably withheld or delayed, prior to incurring any Pass Through Costs that exceed the Pass Through Costs specified in a Project Addendum by more than [*] percent ([*]%). Except as otherwise expressly provided in a Project Addendum, PPD shall submit to Sponsor for each Project a monthly invoice describing the Services performed on such Project, the Direct Fees due for such Services, and all Pass Through Costs. Sponsor shall pay the undisputed portion of a monthly invoice notify Syniverse within thirty (30) days of the invoice being retrievable from Crossroads® if it believes that an invoice is incorrect (a “Disputed Invoice”), such notice to identify the invoice in question and provide details explaining and justifying Customer’s belief that the invoice is incorrect. Any dispute not timely made shall be waived. Customer must remit payment for the undisputed amounts according to the terms herein but remains liable for any disputed amounts withheld from payment pending the outcome of the dispute. Upon receipt of said Customer’s notice, Syniverse will promptly investigate and, at its sole discretion, conclude such investigation by either (a) issuing a corrected invoice or (b) affirming that the Disputed Invoice is correct, and/or (c) issuing credits or refunds as appropriate. Customer may not further dispute any invoice which Syniverse has affirmed as correct pursuant to the foregoing, and upon issuance of a corrected invoice, Customer will pay such invoice according to the terms set out herein. Provided that Customer complies with these terms and conditions reg arding the dispute of invoices, Customer will not be charged interest on unpaid invoiced amounts prior to the conclusion of Syniverse’s investigation of the Disputed Invoice. Without prejudice of any other of its rights, Syniverse shall be entitled, to set off against, or retain from any sums due to the Customer, any amounts falling due by such Customer under this Agreement. Where a Customer address as listed on the relevant Service Attachment is in the U.S. or Can ad a, the following provisions shall ap ply: All charges for Service(s) under this Agreement shall be net of all taxes, assessments or other fees or charges (including without limitation all applicable withholding taxes, value added taxes and import duties, fees and taxes). Syniverse shall invoice Customer in an amount eq ual to any excise, use, value added, privilege, reven ue, or sales tax, or any other tax (except U.S. income and franchise taxes), assessment, or any duties to be paid by Syniverse with respect to the Service(s) provided or eq uipment furnished under this Agreement, unless an applicable certificate of exemption in Customer’s name is provided to Syniverse prior to the imposition of such tax, assessment or duty. Customer shall provide to Syniverse a valid certificate of exemption no later than thirty (30) days from the Effective Date of this Agreement. In the event that Sponsor disputes an item in a monthly invoice, Sponsor shall notify PPD Customer fails to provide Syniverse with such certificate of the nature and amount of the dispute exemption within thirty (30) days days, all applicable taxes, assessments and other fees and charges will be invoiced pursuant to applicable law. In the event Customer subseq uently provides Syniverse with a valid certificate of receipt exemption, Syniverse will not invoice such taxes, assessments and other fees and charges prospectively. No credits will be issued for any taxes, assessments or fees and charges collected prior to the date Syniverse receives Customer’s certificate of such invoiceexemption. If Sponsor fails to notify PPD Where a Customer address as listed on the relevant Service Attachment is outside the U.S. or Can ad a, the following provisions shall apply: All charges for Service under this Agreement are exclusive of tax. All taxes, duties, fees and other governmental charges of any kind (including sales, services, use and value-added taxes, but excluding taxes based on the net income of Syniverse) on the fees for any of the Services shall be borne by Customer and shall not be considered a part of a dispute within ded uction from or an offset ag ainst such thirty fees. All payments due to Syniverse shall be made without any ded uction or withholding on account of any tax, duty, charge or pen alty except as req uired by law in which case the sum payable by Customer in respect of which such ded uction or withholding is to be made shall be increased to the extent necessary to ensure that, after making such ded uction or withholding, Syniverse receives and retains (30free from any liability in respect thereof) a net sum eq ual to the sum it would have received but for such ded uction or withholding being req uired. For any taxes, assessments or duties which have been withheld in connection with the provision of Services(s) or furnishing of eq uipment under this Agreement which Customer has a leg al obligation to withhold, shall be withheld, timely paid, and accounted to Syniverse in a written statement by the thirtieth (30th) day period, all such disputes following the close of the calendar quarter in which paid. Such statement shall be deemed waived and Sponsor shall pay the invoice in full. The parties shall, promptly and in good faith, reconcile the dispute, and Sponsor shall pay reconciled amounts within ten (10) days of reconciliation. PPD shall have no obligation to pay subcontractor costs or investigator grant payments to any subcontractor or investigator site (the “Site”) for conduct of services related to a Project until PPD has received payment of such Pass Through Costs from Sponsor. Notwithstanding anything to the contrary contained herein, Sponsor acknowledges and agrees that certain vendor and subcontractor contracts, including without limitation, contracts for investigator meetings and patient recruitment services, must be advanced and paid in advance by Sponsor. PPD shall be under no obligation to incur any such vendor or subcontractor fees until such fees are received by Sponsor. In addition, in certain circumstances PPD may require investigator grants to be advanced by Sponsor at the timeframes mutually agreed upon accompanied by the partiesofficial governmental receipt(s) or bank transfer document indicating the particular tax for which the payment was made.

Charges for Services. Sponsor shall pay PPD for the all Services performed under this Agreement and any Project Addendum (“Direct Fees”) in accordance with the rates or unit prices for such Services set forth in such Project Addendum, including any cap in fees agreed upon by the parties and identified in the Project Addendum. Sponsor shall also reimburse PPD for the reasonable all out-of-pocket expenses incurred in connection with the performance of the Services with respect to a Project, including, without limitation, investigator grants and fees, travel expenses, shipping and postage costs, copying and printing fees, copyright fees, third party drug storage and distribution fees, required Institutional Review Board or similar board or committee fees, and other “pass through” expenses reasonably expected to be incurred in connection with performing the Services to the extent such expenses have been approved by Sponsor in advance (collectively, the “Pass Through Costs”). PPD shall obtain the approval of Sponsor, not to be unreasonably withheld or delayed, prior to incurring any Pass Through Costs that exceed the Pass Through Costs specified in a Project Addendum by more than [*] percent ([*]%). Except as otherwise expressly provided in a Project Addendum, PPD shall submit to Sponsor for each Project a monthly invoice describing the Services performed on such Project, the Direct Fees due for such Services, and all Pass Through CostsCosts paid by PPD. Sponsor shall pay the undisputed portion of a monthly each invoice within thirty (30) days of receipt of said invoice. In the event that Sponsor disputes an item in a monthly invoice, Sponsor shall notify If payment is not received by PPD of the nature and amount of the dispute within thirty (30) days of receipt of such invoice. If Sponsor fails to notify PPD of a dispute within such thirty (30) thirty-day period, all PPD shall provide notice to Sponsor in writing (e-mail is sufficient) of such disputes shall be deemed waived and unpaid invoice. Should Sponsor shall pay the invoice in full. The parties shall, promptly and in good faith, reconcile the dispute, and Sponsor shall pay reconciled fail to make payment to PPD on such unpaid amounts within ten (10) days of reconciliationSponsor’s receipt of such written notice, Sponsor’s nonpayment thereof shall be considered a default. PPD shall have no obligation to pay subcontractor costs Subcontractor (as defined in Section 14.11) costs, vendor costs, or investigator grant payments to any subcontractor Subcontractor, vendor or investigator site (the “Site”) for conduct of services by such Site related to a Project until PPD has received payment of such Pass Through Costs from Sponsor. Notwithstanding anything to the contrary contained herein, Sponsor acknowledges and agrees that certain vendor and subcontractor Subcontractor contracts, including without limitation, contracts for investigator meetings and patient recruitment services, must be advanced and paid in advance up front by Sponsor. PPD shall be under no obligation to incur any such vendor or subcontractor Subcontractor fees until such fees are received by from Sponsor. In addition, all investigator grants, if applicable and if approved in certain circumstances PPD may require investigator grants to advance by Sponsor, shall be advanced by Sponsor at the timeframes mutually agreed upon by the parties.

Charges for Services. Sponsor shall pay PPD for the all Services performed under this Agreement and any Project Addendum (“Direct Fees”) in accordance with the rates or unit prices for such Services set forth in such Project Addendum. Sponsor shall also reimburse PPD for the reasonable all out-of-pocket expenses incurred in connection with the performance of the Services with respect to a Project, including, without limitation, investigator grants and fees, travel expenses, shipping and postage costs, copying and printing fees, copyright fees, third party drug storage and distribution fees, required Institutional Review Board or similar board or committee fees, and other “pass through” expenses incurred in connection accordance with performing the budget for the Services and included in the applicable Project Addendum (collectively, the “Pass Through Costs”). PPD shall obtain the approval of Sponsor, not to be unreasonably withheld or delayed, prior to incurring any Pass Through Costs that exceed the Pass Through Costs specified in a Project Addendum by more than [*] percent ([*]%). Except as otherwise expressly provided in a Project Addendum, PPD shall submit to Sponsor for each Project a monthly invoice describing the Services performed on such Project, the Direct Fees due for such Services, and all Pass Through CostsCosts paid by PPD. Sponsor shall pay the undisputed portion of a each monthly invoice within thirty (30) days of receipt of said invoice. In invoice to the event that Sponsor disputes an item in a monthly invoice, Sponsor shall notify PPD of extent consistent with the nature and amount of the dispute within thirty (30) days of receipt of such invoice. If Sponsor fails to notify PPD of a dispute within such thirty (30) day period, all such disputes shall be deemed waived and Sponsor shall pay the invoice in full. The parties shall, promptly and in good faith, reconcile the dispute, and Sponsor shall pay reconciled amounts within ten (10) days of reconciliationapplicable budget and/or payment schedule. PPD shall have no obligation to pay subcontractor costs or investigator grant payments to any subcontractor or investigator site (the “Site”) for conduct of services related to a Project until PPD has received payment of such Pass Through Costs from Sponsor. In connection with any contract between PPD and a third party that will perform Services as contemplated herein, provided that Sponsor has reviewed and approved the execution and delivery of such contract, then, it is the parties’ express intent that such third party shall be a third party beneficiary to this Agreement to the extent necessary to enforce payment by Sponsor of any monies owed by PPD to the Site or Subcontractor for Services under such reviewed and approved contract. Notwithstanding anything to the contrary contained herein, Sponsor acknowledges and agrees that certain vendor and subcontractor contracts, including without limitation, contracts for investigator meetings and patient recruitment services, must be advanced and paid up front by Sponsor as provided in advance by Sponsorthe applicable budget. PPD shall be under no obligation to incur any such vendor or subcontractor fees until such fees are received by Sponsor. In addition, in certain circumstances circumstances, PPD may require investigator grants to be advanced by Sponsor at the timeframes mutually agreed upon by the parties.

Charges for Services. Sponsor shall pay PPD for the all Services performed under this Agreement and any Project Addendum (“Direct Fees”) in accordance with the rates or unit prices for such Services set forth in such Project AddendumAddendum which shall be inclusive of any and all applicable taxes unless expressly stated otherwise; with the exception of taxes required to be added to invoicing issued by PPD as required by local regulations, such as VAT or GST in Australia. Sponsor shall also reimburse PPD for the reasonable all out-of-pocket expenses incurred in connection with the performance of the Services with respect to a Project, including, without limitation, investigator grants and fees, reasonable travel expenses, shipping and postage costs, copying and printing fees, copyright fees, third party drug storage and distribution fees, required Institutional Review Board or similar board or committee fees, and other “pass through” expenses reasonably expected to be incurred in connection with performing the Services (collectively, the “Pass Through Costs”)) and agreed in advance in writing with Sponsor through inclusion in the relevant Project Addendum and subject to production of reasonable documentary proof of such expenditure if requested by Sponsor. PPD shall obtain the approval of Sponsor, not to be unreasonably withheld or delayed, prior to incurring any All Pass Through Costs that exceed the Pass Through Costs specified in a Project Addendum by more than [*] percent ([*]%)invoiced to Sponsor will be at actual cost with no xxxx-up for administration or overhead. Except as otherwise expressly provided in a Project Addendum, PPD shall submit to Sponsor for each Project a monthly invoice describing the Services performed on such Project, the Direct Fees due for such Services, and all Pass Through CostsCosts paid by PPD and identifying the relevant Project and Project Addendum. Sponsor shall pay the each undisputed portion of a monthly invoice within thirty (30) days of receipt of said invoice. If payment is not received by PPD within such thirty-day period, PPD shall provide notice to Sponsor in writing of such unpaid invoice. In the event that Sponsor disputes one or more items in an item in a monthly invoice, Sponsor shall will notify PPD in writing within ten (10) working days of receipt of the nature invoice and amount such notice shall contain a reasonably specific description of the item(s) being disputed and the basis therefor. PPD will respond to Sponsor in writing within ten (10) working days of receipt of the notification. The parties shall use good faith efforts to resolve the dispute within sixty (60) days of receipt of the invoice. If PPD and Sponsor resolve said dispute Sponsor shall pay the disputed amount within thirty (30) days of receipt resolution of such invoice. If Sponsor fails to notify PPD of a dispute within such thirty (30) day period, all such disputes shall be deemed waived and Sponsor shall pay the invoice in full. The parties shall, promptly and in good faith, reconcile the said dispute, and Sponsor shall pay reconciled amounts within ten (10) days of reconciliation. PPD shall have no obligation to pay subcontractor costs or investigator grant payments to any subcontractor or investigator site (the “Site”) for conduct of services related to a Project until PPD has received payment of such Pass Through Costs from Sponsor. Notwithstanding anything to the contrary contained herein, Sponsor acknowledges and agrees that certain vendor and subcontractor contracts, including without limitation, contracts for investigator meetings and patient recruitment services, must be advanced and paid in advance up front by Sponsor. PPD shall be under no obligation to incur any such vendor or subcontractor fees until such fees are received by from Sponsor. In addition, in certain circumstances circumstances, PPD may require investigator grants to be advanced by Sponsor at the timeframes mutually agreed upon by the parties.