Common use of Financial Provisions Clause in Contracts

Financial Provisions. The Sponsor (through CRO, if applicable) will provide funding in support of the Clinical Trial, as set out in Annex 3. All payments shall occur on the conditions as set out in this Annex 3. In the event that amendments to the Protocol require changes to the Clinical Trial financing arrangements, an amended financial schedule will be agreed upon and signed by the Parties which will replace the existing Annex 3. If the Agreement is terminated for one of the reasons in clauses 12.2, 12.3 or 12.5, except for material breach by the Institution and/or the Principal Investigator under clause 12.2 (f), and subject to an obligation on the Institution and the Principal Investigator to mitigate any loss, the Sponsor (through CRO, if applicable) shall pay all fees and expenditures falling due for payment to the Principal Investigator and/or the Institution up to the date of termination in accordance with Annex 3, and also all expenditure falling due for payment after the date of termination which arises from uncancellable commitments reasonably and necessarily incurred by the Principal Investigator and/or Institution for the performance of the Clinical Trial prior to the date of termination, in accordance with Annex 3. In the case of termination for material breach by the Institution and/or the Principal Investigator under clause 12.2 (f), and subject to an obligation on the Institution and the Principal Investigator to mitigate any loss, Sponsor (through CRO, if applicable) shall pay all fees and expenditures falling due for payment of properly performed services up to the date of the material breach by the Institution and/or the Principal Investigator in accordance with Annex 3. In case of termination for fraud, bribery or corruption, Sponsor will not pay for fees and expenditures directly related to such fraud, bribery or corruption. In the event of early termination, if payment has been made by the Sponsor (through CRO if applicable) to the Institution or the Principal Investigator in advance for work not completed in accordance with Article 13.3, the Institution and/or the Principal Investigator shall issue a credit note and repay the remainder of the monies within 45 days of receipt of written notice from the Sponsor and/or CRO

Financial Provisions. The Sponsor (through CRO, if applicable) will provide funding in support of the Clinical Trial, as set out in Annex 3. All payments shall occur on the conditions as set out in this Annex 3. In the event that amendments to the Protocol require changes to the Clinical Trial financing arrangements, an amended financial schedule will be agreed upon and signed by the Parties which will replace the existing Annex 3. If the Agreement is terminated for one of the reasons in clauses 12.2, 12.3 or 12.5, except for material breach by the Institution and/or the Principal Investigator under clause 12.2 (f)12.2.f, and subject to an obligation on the Institution and the Principal Investigator to mitigate any loss, the Sponsor (through CRO, if applicable) shall pay all fees and expenditures falling due for payment to the Principal Investigator and/or the Institution up to the date of termination in accordance with Annex 3, and also all expenditure falling due for payment after the date of termination which arises from uncancellable commitments reasonably and necessarily incurred by the Principal Investigator and/or Institution for the performance of the Clinical Trial prior to the date of termination, in accordance with Annex 3. In the case of termination for material breach by the Institution and/or the Principal Investigator under clause 12.2 (f)12.2.f, and subject to an obligation on the Institution and the Principal Investigator to mitigate any loss, Sponsor (through CRO, if applicable) shall pay all fees and expenditures falling due for payment of properly performed services up to the date of the material breach by the Institution and/or the Principal Investigator in accordance with Annex 3. In case of termination for fraud, bribery or corruption, Sponsor will not pay for fees and expenditures directly related to such fraud, bribery or corruption. In the event of early termination, if payment has been made by the Sponsor (through CRO if applicable) to the Institution or the Principal Investigator in advance for work not completed in accordance with Article 13.3, the Institution and/or the Principal Investigator shall issue a credit note and repay the remainder of the monies within 45 days of receipt of written notice from the Sponsor and/or CRO

Financial Provisions. 13.1 The Sponsor (through CRO, if applicable) will provide funding in support of the Clinical Trial, as set out in Annex 3. All payments shall occur on the conditions as set out in this Annex 3. . 13.2 In the event that amendments to the Protocol require changes to the Clinical Trial financing arrangements, an amended financial schedule will be agreed upon and signed by the Parties which will replace the existing Annex 3. . 13.3 If the Agreement is terminated for one of the reasons in clauses 12.2, 12.3 or 12.5, except for material breach by the Institution and/or the Principal Investigator under clause 12.2 (f), and subject to an obligation on the Institution and the Principal Investigator to mitigate any loss, the Sponsor (through CRO, if applicable) shall pay all fees and expenditures falling due for payment to the Principal Investigator and/or the Institution up to the date of termination in accordance with Annex 3, and also all expenditure falling due for payment after the date of termination which arises from uncancellable commitments reasonably and necessarily incurred by the Principal Investigator and/or Institution for the performance of the Clinical Trial prior to the date of termination, in accordance with Annex 3. In the case of termination for material breach by the Institution and/or the Principal Investigator under clause 12.2 (f), and subject to an obligation on the Institution and the Principal Investigator to mitigate any loss, Sponsor (through CRO, if applicable) shall pay all fees and expenditures falling due for payment of properly performed services up to the date of the material breach by the Institution and/or the Principal Investigator in accordance with Annex 3. In case of termination for fraud, bribery or corruption, Sponsor will not pay for fees and expenditures directly related to such fraud, bribery or corruption. . 13.4 In the event of early termination, if payment has been made by the Sponsor (through CRO if applicable) to the Institution or the Principal Investigator in advance for work not completed in accordance with Article 13.3, the Institution and/or the Principal Investigator shall issue a credit note and repay the remainder of the monies within 45 days of receipt of written notice from the Sponsor and/or CRO

Financial Provisions. The Sponsor (through CRO, if applicable) will provide funding in support of the Clinical Trial, as set out in Annex 3. All payments shall occur on the conditions as set out in this Annex 3. The Parties agree that the compensation being paid hereunder is fair market value for the services being provided, and that no payments are being provided for the purpose of inducing anyone to purchase or prescribe any drugs, devices or products. In addition, Site shall not (i) xxxx any patient, insurer, or governmental agency for any items, visits, services or expenses provided or paid for by, or on behalf of, Sponsor, or (ii) provide any money or item of value to any government official or representative to improperly influence government actions. In the event that amendments to the Protocol require changes to the Clinical Trial financing arrangements, an amended financial schedule will be agreed upon and signed by the Parties which will replace the existing Annex 3. If the Agreement is terminated for one of the reasons in clauses 12.2., 12.3 12.3. or 12.5., except for material breach by the Institution and/or the Principal Investigator under clause 12.2 (f)f., and subject to an obligation on the Institution and the Principal Investigator to mitigate any loss, the Sponsor (through CRO, if applicable) shall pay all fees and expenditures falling due for payment to the Principal Investigator and/or the Institution up to the date of termination in accordance with Annex 3, and also all expenditure falling due for payment after the date of termination which arises from uncancellable commitments reasonably and necessarily incurred by the Principal Investigator and/or Institution for the performance of the Clinical Trial prior to the date of termination, in accordance with Annex 3. In the case of termination for material breach by the Institution and/or the Principal Investigator under clause 12.2 (f)f., and subject to an obligation on the Institution and the Principal Investigator to mitigate any loss, Sponsor (through CRO, if applicable) shall pay all fees and expenditures falling due for payment of properly performed services up to the date of the material breach by the Institution and/or the Principal Investigator in accordance with Annex 3. In case of termination for fraud, bribery or corruption, Sponsor will not pay for fees and expenditures directly related to such fraud, bribery or corruption. In the event of early termination, if payment has been made by the Sponsor (through CRO if applicable) to the Institution or the Principal Investigator in advance for work not completed in accordance with Article 13.3., the Institution and/or the Principal Investigator shall issue a credit note and repay the remainder of the monies within 45 days of receipt of written notice from the Sponsor and/or CRO

Financial Provisions. The 13.1 Arrangements relating to the financing of this Clinical Trial by Sponsor (through CRO, if applicable) will provide funding in support of the Clinical Trial, as are set out in Annex 3. All payments shall occur on the conditions as set out in this Annex 3. Exhibit 2 13.2 In the event that amendments to the Protocol require changes to the Clinical Trial financing arrangements, an amended financial schedule will be agreed upon and signed by the Parties which and attached as a supplement at Exhibit 2 of this Agreement. 13.3 All payments will replace be made according to the existing Annex 3. schedule and conditions contained in Exhibit 2. 13.4 If the Agreement is terminated for one of the reasons in clauses 12.2prematurely, 12.3 or 12.5, except for material breach by the Institution and/or the Principal Investigator under clause 12.2 (f), and subject to an obligation on the Institution and the Principal Investigator to mitigate any loss, the Sponsor (through CRO, if applicable) shall pay all fees costs, including non-cancellable costs, incurred and expenditures falling due for payment to the Principal Investigator and/or the by Institution up to the date of termination in accordance with Annex 3termination, and also all expenditure falling due for payment after the date of termination which arises from uncancellable commitments reasonably and necessarily incurred by the Principal Investigator and/or Institution for the performance of the Clinical Trial prior to Trial. For the date avoidance of termination, in accordance with Annex 3. In the case of termination for material breach doubt; it is understood by the Parties, that the full costs of staff which was hired and-/or employed by Institution and/or for the Principal Investigator under clause 12.2 (f), and subject to an obligation on the Institution and the Principal Investigator to mitigate any loss, Sponsor (through CRO, if applicable) shall pay all fees and expenditures falling due for payment of properly performed services up to the date performance of the material breach by Clinical Trial, are non-cancellable commitments of Institution. Institution will do it’s utmost best to limit the Institution and/or the Principal Investigator in accordance with Annex 3. In case of termination for fraud, bribery or corruption, costs as meant above. 13.5 Sponsor will not pay for fees and expenditures directly related to such fraud, bribery or corruption. In the event of early termination, if shall make payment has been made by the Sponsor (through CRO if applicable) to the Institution or the Principal Investigator in advance for work not completed in accordance with Article 13.3, the Institution and/or the Principal Investigator shall issue a credit note and repay the remainder of the monies within 45 days of receipt of written notice an invoice from Institution or Principal Investigator, supplemented by, when applicable, the rate of VAT in effect on the date of the invoice. Any delay in the payment of the payee invoices by Sponsor and/or CROwill incur an interest charge on any amounts overdue of one (1) per cent per month above the monthly Euro Inter Bank Offered Rate (Euribor) rate prevailing on the date the payment is due. 13.6 For the avoidance of doubt, the sums paid under Exhibit 2 of the Agreement to Institution shall be an all-inclusive remuneration for the performance of the Clinical Trial carried out at the Trial Site, to the exclusion of any other payment by Sponsor to Institution or to any person hired or engaged by Institution or the Principal Investigator such as but not limited to sub-investigators, hospital pharmacists, clinical chemists, other Research Staff or third parties unless expressly agreed otherwise in writing. Institution shall arrange and pay for all necessary laboratory and other facilities, equipment, supplies (other than the Investigational Product), and physicians and clinical support staff required to comply with its obligations with respect to the Clinical Trial unless expressly agreed otherwise in writing between Sponsor and Institution. 13.7 Should this Agreement be terminated prior to the actual start of the Clinical Trial, Sponsor shall owe and pay Institution the set-up costs to the extent the Institution is obliged to pay such costs for the preparation of the Clinical Trial, as defined in Exhibit 2.

Financial Provisions. The Sponsor (through CRO, if applicable) will provide funding in support of the Clinical Trial, as set out in Annex 3. All payments shall occur on the conditions as set out in this Annex 3. The Parties agree that no payments are being provided for the purpose of inducing anyone to purchase or prescribe any drugs, devices or products. In addition, Site shall not (i) bill any patient, insurer, or governmental agency for any items, visits, services or expenses provided or paid for by, or on behalf of, Sponsor, or (ii) provide any money or item of value to any government official or representative to improperly influence government actions. In the event that amendments to the Protocol require changes to the Clinical Trial financing arrangements, an amended financial schedule will be agreed upon and signed by the Parties which will replace the existing Annex 3. If the Agreement is terminated for one of the reasons in clauses 12.2, 12.3 or 12.5, except for material breach by the Institution and/or the Principal Investigator under clause 12.2 (f)12.2.f, and subject to an obligation on the Institution and the Principal Investigator to mitigate any loss, the Sponsor (through CRO, if applicable) shall pay all fees and expenditures falling due for payment to the Principal Investigator and/or the Institution up to the date of termination in accordance with Annex 3, and also all expenditure falling due for payment after the date of termination which arises from uncancellable commitments reasonably and necessarily incurred by the Principal Investigator and/or Institution for the performance of the Clinical Trial prior to the date of termination, in accordance with Annex 3. In the case of termination for material breach by the Institution and/or the Principal Investigator under clause 12.2 (f)12.2.f, and subject to an obligation on the Institution and the Principal Investigator to mitigate any loss, Sponsor (through CRO, if applicable) shall pay all fees and expenditures falling due for payment of properly performed services up to the date of the material breach by the Institution and/or the Principal Investigator in accordance with Annex Xxxxx 3. In case of termination for fraud, bribery or corruption, Sponsor will not pay for fees and expenditures directly related to such fraud, bribery or corruption. In the event of early termination, if payment has been made by the Sponsor (through CRO if applicable) to the Institution or the Principal Investigator in advance for work not completed in accordance with Article 13.3, the Institution and/or the Principal Investigator shall issue a credit note and repay the remainder of the monies within 45 days of receipt of written notice from the Sponsor and/or CRO

Financial Provisions. The Sponsor 15.8.1 If IAE determines (through CROin good faith and based on reliable commercial data) since the date of execution of this Agreement, that there has been any material adverse change in the financial condition or business operation of JetBlue that will render JetBlue financially unable to perform its obligations pursuant to this Agreement, IAE will so notify JetBlue of its concern and request reasonable assurances of JetBlue’s ability to perform its obligations. If such assurances are not satisfactory to IAE, acting reasonably, then IAE [***] Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. ALV 4847-8233-2771.1 may, at its option and without prejudice to any of its other remedies at law or in equity, (i) suspend performance under this Agreement including performance of any Maintenance Services and/or (ii) specify alternative payment terms. As soon as JetBlue is objectively able to perform its obligations again, the Parties shall continue to perform according to this Agreement as if no such material adverse change had occurred. 15.8.2 Except as otherwise set forth in Section 4.3 of this Agreement, invoices, if not disputed, are due and payable net cash, [***] following IAE’s submission of an invoice to InvoiceWorks or JetBlue’s then current invoicing system (“Due Date”). If IAE does not receive payment of any amount owed by JetBlue by the Due Date, IAE shall provide written notice to JetBlue that JetBlue is in arrears and therefore IAE may charge interest on the overdue amount at the rate of [***] (but not more than the maximum rate of interest allowed by applicable law), from the day following the Due Date until the date on which IAE receives payment in full. JetBlue and IAE will work to ensure that the Parties can effectively process InvoiceWorks. 15.8.3 If JetBlue reasonably disputes any portion of an invoice, JetBlue may withhold payment on such invoice and IAE will provide an invoice for the undisputed portion (“Undisputed Invoice”) of the original invoice and an invoice for the disputed portion (“Disputed Invoice”) of the original invoice. JetBlue will be required to pay the Undisputed Invoice by the due date of the original invoice or immediately upon receipt of the Undisputed Invoice, whichever is later, and interest on the Disputed Invoice only will be waived until the dispute is resolved. 15.8.4 JetBlue agrees that if it fails to pay when due any undisputed amount owed to IAE, JetBlue will also reimburse IAE for all reasonable costs that IAE incurs to collect such unpaid amount. 15.8.5 IAE may set off any overdue and undisputed amount that JetBlue owes IAE against any credits, deposits or other amount that IAE owes JetBlue. Any credits available to JetBlue under this Agreement shall expire [***] from the date such credit was earned and, if applicable) will provide funding , any and all remaining unclaimed credits are null and void at the conclusion of such [***] period whether or not this Agreement is still in support full force and effect. For the purposes [***] Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. ALV 4847-8233-2771.1 of this Agreement, a credit is earned on the date JetBlue is eligible to request the issuance of the Clinical Trial, as set out in Annex 3credit and IAE becomes obligated to pay such credit. All payments shall occur on the conditions as set out Unless otherwise specified in this Annex 3. In the event that amendments to the Protocol require changes to the Clinical Trial financing arrangementsAgreement, an amended financial schedule will credits shall not be agreed upon and signed by the Parties which will replace the existing Annex 3. If the Agreement is terminated for one of the reasons in clauses 12.2, 12.3 or 12.5, except for material breach by the Institution and/or the Principal Investigator under clause 12.2 (f), and subject to an obligation on the Institution and the Principal Investigator to mitigate any loss, the Sponsor (through CRO, if applicable) shall pay all fees and expenditures falling due for payment to the Principal Investigator and/or the Institution up to the date of termination in accordance with Annex 3, and also all expenditure falling due for payment after the date of termination which arises from uncancellable commitments reasonably and necessarily incurred by the Principal Investigator and/or Institution for the performance of the Clinical Trial prior to the date of termination, in accordance with Annex 3. In the case of termination for material breach by the Institution and/or the Principal Investigator under clause 12.2 (f), and subject to an obligation on the Institution and the Principal Investigator to mitigate any loss, Sponsor (through CRO, if applicable) shall pay all fees and expenditures falling due for payment of properly performed services up to the date of the material breach by the Institution and/or the Principal Investigator in accordance with Annex 3. In case of termination for fraud, bribery escalation or corruption, Sponsor will not pay for fees and expenditures directly related to such fraud, bribery or corruption. In the event of early termination, if payment has been made by the Sponsor (through CRO if applicable) to the Institution or the Principal Investigator in advance for work not completed in accordance with Article 13.3, the Institution and/or the Principal Investigator shall issue a credit note and repay the remainder of the monies within 45 days of receipt of written notice from the Sponsor and/or CROinterest.

Financial Provisions. 13.1. The Sponsor (through CRO, if applicable) will provide funding in support of the Clinical Trial, as set out in Annex 3. All payments shall occur on the conditions as set out in this Annex 3. 13.2. In the event that amendments to the Protocol require changes to the Clinical Trial financing arrangements, an amended financial schedule will be agreed upon and signed by the Parties which will replace the existing Annex 3. 13.3. If the Agreement is terminated for one of the reasons in clauses 12.2, 12.3 or 12.5, except for material breach by the Institution and/or the Principal Investigator under clause 12.2 (f)12.2.f, and subject to an obligation on the Institution and the Principal Investigator to mitigate any loss, the Sponsor (through CRO, if applicable) shall pay all fees and expenditures falling due for payment to the Principal Investigator and/or the Institution up to the date of termination in accordance with Annex 3, and also all expenditure falling due for payment after the date of termination which arises from uncancellable commitments reasonably and necessarily incurred by the Principal Investigator and/or Institution for the performance of the Clinical Trial prior to the date of termination, in accordance with Annex 3. In the case of termination for material breach by the Institution and/or the Principal Investigator under clause 12.2 (f)12.2.f, and subject to an obligation on the Institution and the Principal Investigator to mitigate any loss, Sponsor (through CRO, if applicable) shall pay all fees and expenditures falling due for payment of properly performed services up to the date of the material breach by the Institution and/or the Principal Investigator in accordance with Annex 3. In case of termination for fraud, bribery or corruption, Sponsor will not pay for fees and expenditures directly related to such fraud, bribery or corruption. 13.4. In the event of early termination, if payment has been made by the Sponsor (through CRO if applicable) to the Institution or the Principal Investigator in advance for work not completed in accordance with Article 13.3, the Institution and/or the Principal Investigator shall issue a credit note and repay the remainder of the monies within 45 days of receipt of written notice from the Sponsor and/or CRO

Financial Provisions. 13.1. The Sponsor (through CRO, if applicable) will provide funding in support of the Clinical Trial, as set out in Annex 3. All payments shall occur on the conditions as set out in this Annex 3. The Parties agree that no payments are being provided for the purpose of inducing anyone to purchase or prescribe any drugs, devices or products. In addition, Site shall not (i) xxxx any patient, insurer, or governmental agency for any items, visits, services or expenses provided or paid for by, or on behalf of, Sponsor, or (ii) provide any money or item of value to any government official or representative to improperly influence government actions. 13.2. In the event that amendments to the Protocol require changes to the Clinical Trial financing arrangements, an amended financial schedule will be agreed upon and signed by the Parties which will replace the existing Annex 3. 13.3. If the Agreement is terminated for one of the reasons in clauses 12.2, 12.3 or 12.5, except for material breach by the Institution and/or the Principal Investigator under clause 12.2 (f)12.2.f, and subject to an obligation on the Institution and the Principal Investigator to mitigate any loss, the Sponsor (through CRO, if applicable) shall pay all fees and expenditures falling due for payment to the Principal Investigator and/or the Institution up to the date of termination in accordance with Annex 3, and also all expenditure falling due for payment after the date of termination which arises from uncancellable commitments reasonably and necessarily incurred by the Principal Investigator and/or Institution for the performance of the Clinical Trial prior to the date of termination, in accordance with Annex 3. In the case of termination for material breach by the Institution and/or the Principal Investigator under clause 12.2 (f)12.2.f, and subject to an obligation on the Institution and the Principal Investigator to mitigate any loss, Sponsor (through CRO, if applicable) shall pay all fees and expenditures falling due for payment of properly performed services up to the date of the material breach by the Institution and/or the Principal Investigator in accordance with Annex 3. In case of termination for fraud, bribery or corruption, Sponsor will not pay for fees and expenditures directly related to such fraud, bribery or corruption. 13.4. In the event of early termination, if payment has been made by the Sponsor (through CRO if applicable) to the Institution or the Principal Investigator in advance for work not completed in accordance with Article 13.3, the Institution and/or the Principal Investigator shall issue a credit note and repay the remainder of the monies within 45 days of receipt of written notice from the Sponsor and/or CRO

Financial Provisions. The Sponsor (through CRO, if applicable) will provide funding in support of the Clinical Trial, as set out in Annex 3. All payments shall occur on the conditions as set out in this Annex 3. The Parties agree that no payments are being provided for the purpose of inducing anyone to purchase or prescribe any drugs, devices or products. In addition, Site shall not (i) xxxx any patient, insurer, or governmental agency for any items, visits, services or expenses provided or paid for by, or on behalf of, Sponsor, or (ii) provide any money or item of value to any government official or representative to improperly influence government actions. In the event that amendments to the Protocol require changes to the Clinical Trial financing arrangements, an amended financial schedule will be agreed upon and signed by the Parties which will replace the existing Annex 3. If the Agreement is terminated for one of the reasons in clauses 12.2, 12.3 or 12.5, except for material breach by the Institution and/or the Principal Investigator under clause 12.2 (f)12.2.f, and subject to an obligation on the Institution and the Principal Investigator to mitigate any loss, the Sponsor (through CRO, if applicable) shall pay all fees and expenditures falling due for payment to the Principal Investigator and/or the Institution up to the date of termination in accordance with Annex 3, and also all expenditure falling due for payment after the date of termination which arises from uncancellable commitments reasonably and necessarily incurred by the Principal Investigator and/or Institution for the performance of the Clinical Trial prior to the date of termination, in accordance with Annex 3. In the case of termination for material breach by the Institution and/or the Principal Investigator under clause 12.2 (f)12.2.f, and subject to an obligation on the Institution and the Principal Investigator to mitigate any loss, Sponsor (through CRO, if applicable) shall pay all fees and expenditures falling due for payment of properly performed services up to the date of the material breach by the Institution and/or the Principal Investigator in accordance with Annex 3. In case of termination for fraud, bribery or corruption, Sponsor will not pay for fees and expenditures directly related to such fraud, bribery or corruption. In the event of early termination, if payment has been made by the Sponsor (through CRO if applicable) to the Institution or the Principal Investigator in advance for work not completed in accordance with Article 13.3, the Institution and/or the Principal Investigator shall issue a credit note and repay the remainder of the monies within 45 days of receipt of written notice from the Sponsor and/or CRO