Common use of Invoice Payment terms Clause in Contracts

Invoice Payment terms. (a) Cyclerion will provide Ironwood with a preliminary quarterly statement six (6) business days after the close of each calendar quarter and a final quarterly statement ten (10) business days after the close of each calendar quarter, both in the form attached as Appendix C (each, a “Quarterly Statement”), which Quarterly Statement shall reflect, on a Service-by-Service basis, Cyclerion’s good faith estimate of the Internal Costs and OOP Services Expense payable for the Services for the preceding calendar quarter and incurred in accordance with this Agreement. (b) Not later than twenty-five (25) days after the last day of each calendar quarter (or, if the Term ends during a calendar quarter, the last day of the Term), Cyclerion shall invoice Ironwood for Internal Costs and OOP Service Expenses incurred during such calendar quarter in accordance with this Agreement (including the Budget) and as full consideration for the Services rendered under this Agreement, subject to the terms of this Agreement (including Section 4.3(c)), Ironwood shall pay Cyclerion the Internal Costs and OOP Services Expense for such Services. To be valid, invoices must be in writing, contain such detail as Ironwood may reasonably require, be submitted and payable in U.S. Dollars and be accompanied (or preceded) by Cyclerion’s completed and signed U.S. Internal Revenue Service Form W-9, Request for Tax Payer Identification Number and Certification, or other applicable tax withholding form. Invoices and the completed Form W-9 must be emailed to xx@xxxxxxxxxxxxxx.xxx or sent to Accounts Payable, Ironwood Pharmaceuticals, Inc., 000 Xxxxxx Xxxxxx, Xxxxxxxxx, XX 00000. Ironwood will pay all undisputed amounts invoiced within thirty (30) days of its receipt of a valid invoice. (c) Notwithstanding anything in the Agreement to the contrary, in no event shall Ironwood be responsible for (i) any OOP Service Expenses (A) incurred by Cyclerion in a calendar quarter in excess of fifty thousand dollars ($50,000) over the amount of OOP Service Expenses in the Budget for such calendar quarter without the JSC’s prior written approval, (B) that are not in accordance with Ironwood’s Travel and Expense Policy, as attached as Appendix D, as may be updated from time to time and provided to Cyclerion or (C) that are not incurred in such calendar quarter, unless otherwise agreed to by the JSC or (ii) any Internal Costs incurred by Cyclerion in a calendar quarter in the performance of a Service in excess of one hundred and ten percent (110%) of the approved amount for Internal Costs for such Service in the Budget for such calendar quarter, unless otherwise agreed to by the JSC.

Invoice Payment terms. (a) Cyclerion will provide Ironwood with a preliminary quarterly statement six (6) business days after the close of each calendar quarter and a final quarterly statement ten (10) business days after the close of each calendar quarter, both in the form attached as Appendix C (each, a “Quarterly Statement”), which Quarterly Statement shall reflect, on a Service-by-Service basis, Cyclerion’s good faith estimate of the Internal Costs and OOP Services Expense payable for the Services for the preceding calendar quarter and incurred in accordance with this Agreement. (b) Not later than twenty-five (25) days after the last day of each calendar quarter (or, if the Term ends during a calendar quarter, the last day of the Term), Cyclerion shall invoice Ironwood for Internal Costs and OOP Service Expenses incurred during such calendar quarter in accordance with this Agreement (including the Budget) and as full consideration for the Services rendered under this Agreement, subject to the terms of this Agreement (including Section 4.3(c)), Ironwood shall pay Cyclerion the Internal Costs and OOP Services Expense for such Services. To be valid, invoices must be in writing, contain such detail as Ironwood may reasonably require, be submitted and payable in U.S. Dollars and be accompanied (or preceded) by Cyclerion’s completed and signed U.S. Internal Revenue Service Form W-9, Request for Tax Payer Identification Number and Certification, or other applicable tax withholding form. Invoices and the completed Form W-9 must be emailed to xx@xxxxxxxxxxxxxx.xxx ax@xxxxxxxxxxxxxx.xxx or sent to Accounts Payable, Ironwood Pharmaceuticals, Inc., 000 300 Xxxxxx Xxxxxx, Xxxxxxxxx, XX 00000. Ironwood will pay all undisputed amounts invoiced within thirty (30) days of its receipt of a valid invoice. (c) Notwithstanding anything in the Agreement to the contrary, in no event shall Ironwood be responsible for (i) any OOP Service Expenses (A) incurred by Cyclerion in a calendar quarter in excess of fifty thousand dollars ($50,000) over the amount of OOP Service Expenses in the Budget for such calendar quarter without the JSC’s prior written approval, (B) that are not in accordance with Ironwood’s Travel and Expense Policy, as attached as Appendix D, as may be updated from time to time and provided to Cyclerion or (C) that are not incurred in such calendar quarter, unless otherwise agreed to by the JSC or (ii) any Internal Costs incurred by Cyclerion in a calendar quarter in the performance of a Service in excess of one hundred and ten percent (110%) of the approved amount for Internal Costs for such Service in the Budget for such calendar quarter, unless otherwise agreed to by the JSC.

Invoice Payment terms. (a) Cyclerion will provide Ironwood with a preliminary quarterly statement six (6) business days after the close of each calendar quarter and a final quarterly statement ten (10) business days after the close of each calendar quarter, both in the form attached as Appendix C (each, a “Quarterly Statement”), which Quarterly Statement shall reflect, on a Service-by-Service basis, Cyclerion’s good faith estimate of the Internal Costs and OOP Services Expense payable for the Services for the preceding calendar quarter and incurred in accordance with this Agreement. (b) Not later than twenty-five (25) days after the last day of each calendar quarter (or, if the Term ends during a calendar quarter, the last day of the Term), Cyclerion shall invoice Ironwood for Internal Costs and OOP Service Expenses incurred during such calendar quarter in accordance with this Agreement (including the Budget) and as full In consideration for the Services rendered by Consultant to Ironwood, Ironwood agrees to pay Consultant the fees set forth in the relevant Work Order. Except as provided in this Section 2.1 or by the Employee Separation Agreement by and between Ironwood and Consultant dated January 30, 2020 (as amended or revised, the “Separation Agreement”), Consultant will not be entitled to any other compensation and will not be entitled to participate in or receive benefits under this Agreementany employee benefit or other benefit plan, subject program or arrangement of any kind maintained by Ironwood, including, without limitation, life, medical and disability benefits, pension, profit sharing or other retirement plans or other fringe benefits, regardless of how the Services are characterized by any other person (including any governmental agency). For the avoidance of doubt, notwithstanding any provision of any agreement or plan to the contrary, Consultant shall not be entitled to any continued vesting of any Ironwood stock options, restricted stock units or other equity-based awards that are unvested as of the date her employment with Ironwood terminates (collectively, “Ironwood Equity”) as a result of her provision of the Services, and Consultant expressly agrees that any and all rights that she has with respect to Ironwood Equity are governed by the terms of this the Separation Agreement. Consultant expressly waives her rights to any benefits to which she was, or might have become, entitled and agrees not to make any claim for any such benefits and to indemnify and hold Ironwood and its plans and all those connected with them harmless from all liabilities and expenses in any way arising out of any such claim by Consultant or by anyone claiming through Consultant; provided, that Consultant does not hereby waive any rights that she may have under the Separation Agreement or any rights to COBRA continuation of health coverage. Unless otherwise specified in the Work Order, (including Section 4.3(c))i) invoices shall be delivered by Consultant to Ironwood on a monthly basis following delivery of the Deliverables (if any) and completion of the Services for each such immediately preceding monthly period, and (ii) undisputed payments will be made by Ironwood shall pay Cyclerion the Internal Costs and OOP Services Expense for such Serviceswithin forty-five (45) days from Ironwood’s receipt of Consultant’s invoice. To be valid, invoices must be in writing, include the applicable Ironwood purchase order number, contain such detail as Ironwood may reasonably require, be submitted and payable in U.S. Dollars and be accompanied (or preceded) by CyclerionConsultant’s completed and signed U.S. Internal Revenue Service Form W-9, Request for Tax Payer Identification Number and Certification, or other applicable tax withholding form. Invoices and the completed Form W-9 must be emailed to xx@xxxxxxxxxxxxxx.xxx or sent to Accounts Payable, Ironwood Pharmaceuticals, Inc., 000 Xxxxxx Xxxxxx, Xxxxxxxxx, XX 00000. Ironwood will pay all undisputed amounts invoiced within thirty (30) days of its receipt of a valid invoicexx@xxxxxxxxxxxxxx.xxx. (c) Notwithstanding anything in the Agreement to the contrary, in no event shall Ironwood be responsible for (i) any OOP Service Expenses (A) incurred by Cyclerion in a calendar quarter in excess of fifty thousand dollars ($50,000) over the amount of OOP Service Expenses in the Budget for such calendar quarter without the JSC’s prior written approval, (B) that are not in accordance with Ironwood’s Travel and Expense Policy, as attached as Appendix D, as may be updated from time to time and provided to Cyclerion or (C) that are not incurred in such calendar quarter, unless otherwise agreed to by the JSC or (ii) any Internal Costs incurred by Cyclerion in a calendar quarter in the performance of a Service in excess of one hundred and ten percent (110%) of the approved amount for Internal Costs for such Service in the Budget for such calendar quarter, unless otherwise agreed to by the JSC.