Common use of Prices and Payment Clause in Contracts

Prices and Payment. (a) Pricing shall be as stated in Appendix 2, Price Schedules, and shall remain firm for the term of such Price Schedules. No extra charges of any kind will be allowed unless specifically agreed in writing by Buyer. Unless otherwise stated on the face of the Purchase Order, payment terms are [...***...] from the Payment Start Date (defined below). The Payment Start Date is the later of the required date identified on the Purchase Order, the received date of the goods or services in Buyer’s receiving system, or the date of receipt of valid invoice by Buyer. The received date of the goods in Buyer’s receiving system shall occur as set forth in Section 2 “Prices and Payments” of Appendix 3. All payments due from Buyer and not paid [...***...] the Payment Start Date will accrue interest at the rate of [...***...]; such interest will be simple interest, calculated for each day elapsed in a given month. (i) Price Schedules will be issued by Seller along with the Bills of Materials and, except as set forth below, remain firm for such production year until the issuance of the next October Orders by Buyer. The price per Component produced during a calendar year will be stated in the Price Schedules. (ii) In circumstances in which Section l(b)(iii) applies, Price Schedules as set forth in Appendix 2, shall be [...***...] at such time that the Seller achieves the required line rate for the new utilization level. (iii) In circumstances in which Section l(b)(iv) applies, Price Schedules shall be [...***...] at such time that the Seller achieves the required line rate for the new utilization level. (iv) In circumstances in which Section 1 (b)(v) applies and Seller has been notified in writing of Buyer’s reduction of the volume of components ordered Price Schedules for all Components delivered in such year shall [...***...] at such time that the Seller reduces production to the required line rate for the new utilization level. (v) If in placing the October Orders Buyer [...***...] in Section l(b)(i), Price Schedules for all Components delivered in the year corresponding to the October Orders [...***...

Prices and Payment. (a) Pricing shall be as stated in Appendix 2, Price Schedules, and shall remain firm for the term of such Price Schedules. No extra charges of any kind will be allowed unless specifically agreed to in writing by Buyer. Unless otherwise stated on the face of the Purchase Order, payment terms are [...***...] from the Payment Start Date (defined below). The Payment Start Date is the later of the required date identified on the Purchase Order, the received date of the goods or services in Buyer’s receiving system, or the date of receipt of valid invoice by Buyer. The received date of the goods in Buyer’s receiving system shall occur as set forth in Section 2 “Prices and Payments” of Appendix 3. All payments due from Buyer and not paid [...***...] the Payment Start Date will accrue interest at the rate of [...***...]; such interest will be simple interest, calculated for each day elapsed in a given month. (i) Price Schedules will be issued by Seller along with the Bills of Materials and, except as set forth below, remain firm for such production year until the issuance of the next October Orders by Buyer. The price per Component produced during a calendar year will be stated in the Price Schedules. (ii) In circumstances in which Section l(b)(iii1(b)(iii) applies, Price Schedules as set forth in Appendix 2, shall be 2 [...***...] at such time that the Seller achieves the required line rate for the new utilization level. (iii) In circumstances in which Section l(b)(iv1(b)(iv) applies, Price Schedules shall be [...***...] at such time that the Seller achieves the required line rate for the new utilization level. (iv) In circumstances in which Section 1 (b)(v1(b)(v) applies and Seller has been notified in writing of Buyer’s reduction of the volume of components ordered Price Schedules for all Components delivered in such year shall [...***...] at such time that the Seller reduces production to the required line rate for the new utilization level. (v) If in placing the October Orders Buyer [...…***...…] in Section l(b)(i1(b)(i), Price Schedules for all Components delivered in the year corresponding to the October Orders [...***...]

Prices and Payment. (a) Pricing 3.1 The unit prices to be paid for the Products listed on Appendix "A" hereto ordered pursuant to this Agreement during the twelve months ending July 31, 1998 shall be as stated in the prices specified on Appendix 2"B" hereto. The addition of new Products to Appendix "A" shall be subject to agreement by Customer and Manufacturer on appropriate pricing for such new Products, Price Schedules, and shall remain firm for the term of such Price Schedules. No extra charges of any kind which will be allowed unless specifically agreed specified in writing by Buyer. Unless otherwise stated on the face of the Purchase Order, payment terms are [...***...] from the Payment Start Date (defined below)an addendum to Appendix "B". The unit prices to be paid for replacement parts and accessories ordered pursuant to this Agreement shall be an amount determined as specified on Appendix "B" hereto. 3.2 Payment Start Date is terms for all Products sold hereunder shall be net thirty (30) days from the later of the date or receipt of invoice. Invoices not paid within fifteen (15) calendar days of when due shall bear a late charge (prime - price differential) of one percent (1%) per month from the date due as stated on such invoices until paid. Manufacturer may fax invoices which will be deemed received when transmitted to Customer's facility from which the purchase order relating thereto was issued or such other facility as Customer may designate in writing. 3.3 All replacement parts and accessories will be shipped to Customer's facilities as designated from time to time. Manufacturer shall not be required date identified to "drop ship" such items, or to ship them to locations other than Customer's facilities designated for such items. 3.4 The unit prices on Appendix B will be reduced by fifty percent (50%) of any cost savings realized by Manufacturer from changes in design, motors or other major components that are proposed by either party and accepted by the Purchase Orderother party; provided, however, that any impact that such change would have on Manufacturer's operating and production procedures shall be taken into account in determining the amount, if any, of any such cost savings. Effective as of the first day of each twelve-month period during the term of this Agreement, commencing August 1, 1998, any net increase in Manufacturer's costs of raw materials, supplies and components of Products from and after August 1, 1997, which are purchased in accordance with reasonable procurement practices at least as efficient as those currently followed by Manufacturer, will be reflected by an appropriate increase in the Materials component of Manufacturer's Standard Cost for the affected item, and any net increase in Manufacturer's labor costs from and after August 1, 1997 will be reflected by an appropriate increase in the Labor component of Manufacturer's Standard Costs. In the event of any such increase in Materials and/or Labor components of Manufacturer's Standard Costs, the received date unit prices on Appendix B will be increased to preserve the gross margins reflected in the unit prices in effect as of August 1, 1997 3.5 Notwithstanding the foregoing provisions of this Article 3, it is specifically understood by Customer and Manufacturer that in order for the Products to remain competitive within the market for home healthcare beds, pricing must remain competitive with market trends, yet at the same time each party understands that Manufacturer must maintain the right to charge reasonable prices that take into account direct and indirect manufacturing costs, capital investment and profit. If market trends result in such pricing of Products becoming non-competitive in the market for home healthcare beds, or if materials and labor costs involved in manufacturing the Products should increase based on inflation and other factors beyond Manufacturer's control, Customer and Manufacturer will in good faith discuss and consider a revision of the goods or services in Buyer’s receiving system, or the date of receipt of valid invoice by Buyer. The received date of the goods in Buyer’s receiving system shall occur as Product pricing terms set forth in Section 2 “Prices and Payments” of Appendix 3. All payments due from Buyer and not paid [...***...] this Article 3 in order to meet the Payment Start Date will accrue interest at the rate of [...***...]; such interest will be simple interest, calculated for each day elapsed in a given month. (i) Price Schedules will be issued by Seller along with the Bills of Materials and, except as set forth below, remain firm for such production year until the issuance reasonable expectations of the next October Orders by Buyerparties. The price per Component produced during a calendar year will be stated This provision commits the parties to do no more than to meet and confer in good faith, and the Price Schedules. (ii) In circumstances in which Section l(b)(iii) applies, Price Schedules as set forth in Appendix 2, shall be [...***...] at such time that the Seller achieves the required line rate for the new utilization level. (iii) In circumstances in which Section l(b)(iv) applies, Price Schedules shall be [...***...] at such time that the Seller achieves the required line rate for the new utilization level. (iv) In circumstances in which Section 1 (b)(v) applies and Seller has been notified in writing of Buyer’s reduction inability of the volume parties to agree to any modification of components ordered Price Schedules pricing based on discussions undertaken pursuant to this provision shall not excuse either party from performance of such party's obligations arising under this agreement or constitute cause for all Components delivered in such year shall [...***...] at such time that the Seller reduces production to the required line rate for the new utilization levelcancellation or termination of this agreement. (v) If in placing the October Orders Buyer [...***...] in Section l(b)(i), Price Schedules for all Components delivered in the year corresponding to the October Orders [...***...

Prices and Payment. (a) Pricing The price(s) per cubic meter of the GASES and per unit of any PRODUCTS comprised of welding or industrial equipment or supplies (collectively, “WELDING PRODUCTS”), shall be as stated in Appendix 2, Price Schedules, and shall remain firm set forth herein. (b) The amount payable for the term of such Price Schedules. No extra charges of any kind will be allowed unless specifically agreed in writing by Buyer. Unless otherwise stated on the face rental of the Purchase Order, payment terms are [...***...] from the Payment Start Date (defined below). The Payment Start Date is the later of the required date identified on the Purchase Order, the received date of the goods or services in Buyer’s receiving system, or the date of receipt of valid invoice by Buyer. The received date of the goods in Buyer’s receiving system CYLINDERS shall occur as set forth in Section 2 “Prices and Payments” of Appendix 3. All payments due from Buyer and not paid [...***...] the Payment Start Date will accrue interest be at the rate as specified on the reverse side of [...***...]this document. (c) The PRODUCT prices and CYLINDER rent specified herein may be increased by Linde at any time or from time to time, by giving the CUSTOMER at least thirty (30) days prior notice of such increase stating the amount or amounts thereof. The CUSTOMER shall be deemed to have agreed unless, within such thirty (30) days, the CUSTOMER furnishes satisfactory evidence of lower prices or CYLINDER rent for the PRODUCTS affected by an increase (“AFFECTED PRODUCTS”) quoted by a bona fide manufacturer or supplier; such interest will be simple interestin which case Linde may for a period of 60 days thereafter, calculated for each day elapsed elect in a given month.its sole discretion, to: (i) Price Schedules will be issued meet the lower prices or rent as quoted by Seller along with the Bills of Materials and, except as set forth below, remain firm for such production year until the issuance of the next October Orders by Buyer. The price per Component produced during a calendar year will be stated in the Price Schedules.manufacturer or supplier; (ii) In circumstances reinstate the price(s) or rent in which Section l(b)(iii) applies, Price Schedules as set forth in Appendix 2, shall be [...***...] effect under this Agreement at such time that the Seller achieves the required line rate for the new utilization level.of said notice; or (iii) In circumstances terminate this Agreement with respect to the AFFECTED PRODUCTS. If Linde elects either (i) or (ii) herein, it shall have the right to extend the term of this Agreement for an additional five (5) year period. However, increases to the PRODUCT prices for PRODUCTS that are identified as exempt from this Section on the reverse side of this document do not, in which Section l(b)(iv) appliesany case, Price Schedules shall be [...***...] at such time that the Seller achieves the required line rate for the new utilization levelconstitute a price increase as contemplated by this Section. (ivd) In circumstances in which Section 1 (b)(v) applies Any and Seller has been notified in writing all taxes, present or future, on the sale, rental or shipment of Buyer’s reduction PRODUCTS hereunder, whether by virtue of Federal, Provincial, Municipal or other law applicable thereto, shall be payable by CUSTOMER and may be added to the price of PRODUCTS hereunder. Linde may also charge CUSTOMER the following charges and fees, and may increase such charges and fees by giving CUSTOMER a notice of the volume increase: (i) a surcharge for increases in distribution or production costs (e.g., energy and other raw material costs) of components ordered Price Schedules PRODUCTS; (ii) a fee for all Components delivered Linde’s deployment of its hazardous materials personnel to CUSTOMER’s LOCATION, in such year shall [...***...] at such time that response to CUSTOMER’s request (“Emergency Response Fee”); and (iii) a governmental regulation compliance and environmental fee (“Environmental Fee”). The Environmental Fee results from the Seller reduces production costs incurred by LINDE in order to comply with laws and regulations applicable to Linde. However, those costs are difficult to calculate and apportion with precision. Therefore, the required line rate for amount of the new utilization levelEnvironmental Fee is not related to actual compliance costs incurred by Linde, which may vary by the type of PRODUCT, service, geographic location, or time. The Environmental Fee is not a tax, and Linde need not collect and pay the Environmental Fee to any government. The taxes, surcharges, and fees described in this Section, and increases or changes to those items, do not, in any case, constitute a price increase as contemplated in Section 4(c). (ve) Where the delivery is FOB a CUSTOMER LOCATION, Linde may charge a delivery fee (“Delivery Fee”). If CUSTOMER requests a delivery FOB a CUSTOMER LOCATION that is not scheduled, then Linde may charge a delivery fee in placing addition to the October Orders Buyer [...***...] Delivery Fee (“Emergency Delivery Fee”). Increases in the cost of fuel required for the transportation and delivery of PRODUCT may increase these fees. No such increases or changes in the foregoing fees constitute, in any case, a price increases as contemplated in Section l(b)(i4(c), Price Schedules . (f) CUSTOMER shall make full payment to Linde for all Components delivered accounts rendered by Linde within thirty (30) days of the date of Linde invoice, unless otherwise specified, and all amounts owing thereafter shall bear interest at the lower of the rate of 1.5% per month or the highest rate permitted by law. (g) In the event CUSTOMER fails to pay any invoices when due, or if Linde reasonably believes that CUSTOMER will be unable to make payment when due, Linde may require the CUSTOMER to pay for deliveries of PRODUCT in advance and pay any outstanding indebtedness before Linde makes any further deliveries. Linde may apply towards the year corresponding payment of any amount owed to the October Orders [...***...Linde any credit or amount which may be owed by Linde to CUSTOMER.

Prices and Payment. (a) Pricing shall be as stated in Appendix 2, Price Schedules, and shall remain firm for the term of such Price Schedules. No extra charges of any kind will be allowed unless specifically agreed in writing by Buyer. Unless otherwise stated on the face of the Purchase Order, payment terms are [...***...] from the Payment Start Date (defined below). The Payment Start Date is the later of the required date identified on the Purchase Order, the received date of the goods or services in Buyer’s receiving system, or the date of receipt of valid invoice by Buyer. The received date of the goods in Buyer’s receiving system shall occur as set forth in Section 2 “Prices and Payments” of Appendix 3. All payments due from Buyer and not paid [...***...] the Payment Start Date will accrue interest at the rate of [...***...]; such interest will be simple interest, calculated for each day elapsed in a given month. (b) (i) Price Schedules will be issued by Seller along with the Bills of Materials [...***...] and, except as set forth below, remain firm for such production year until the issuance of the next October Orders by Buyer. The price per Component produced during a calendar year will be stated in the Price Schedules. (ii) In circumstances in which Section l(b)(iii) applies, Price Schedules as set forth in Appendix 2, shall be [...***...] at such time that the Seller achieves the required line rate for the new utilization level. (iii) In circumstances in which Section l(b)(iv) applies, Price Schedules shall be [...***...] at such time that the Seller achieves the required line rate for the new utilization level. (iv) In circumstances in which Section 1 (b)(v) applies and Seller has been notified in writing of Buyer’s reduction of the volume of components ordered Price Schedules for all Components delivered in such year shall [...***...] at such time that the Seller reduces production to the required line rate for the new utilization level. (v) If in placing the October Orders Buyer [...***...] in Section l(b)(i), Price Schedules for all Components delivered in the year corresponding to the October Orders [...***...

Prices and Payment. (a) Pricing shall be The prices and terms of this Contract are not subject to any anticipation or any discount to any rebate or modification, or to any trade custom, except as stated shown on the face hereof. Notwithstanding the foregoing, in Appendix 2view of Seller's fluctuating costs, Price Schedulescurrency fluctuations, and shall remain firm other factors affecting Seller, prices set forth in this Contract for the term of such Price Schedules. No extra charges of any kind will be allowed unless specifically agreed in writing Goods are subject to change by BuyerSeller from time to time without notice. Unless otherwise stated indicated on the face hereof, each shipment of the Purchase Order, payment terms are [...***...] from the Payment Start Date Goods (defined below). The Payment Start Date whether or not it is the later an installment shipment) must be paid for in full within 30 days of the required date identified on the Purchase Order, the received date of the goods invoice for such shipment, subject to any right of seller contained in this Contract to demand earlier payment. Invoices must be paid in the currency in which they are issued. All bank fees for EFT payments, for remitting bank and/or receiving bank, are the responsibility of the customer. Invoices are to be paid in full. III. INVOICING PROCESS. Invoices will be sent to you as products or services in Buyer’s receiving systemitems are shipped. If a portion of your order is on backorder, placed on hold by you, or subject to other holdups, you will only be invoiced for the date of receipt of valid invoice products which have shipped. Separate invoices can be expected until your order has been completely fulfilled. If you are paying by Buyer. The received date Credit Card, an authorization (hold on funds) for the full amount of the goods in Buyer’s receiving system shall occur as set forth in Section 2 “Prices and Payments” order may be initiated just prior to the time of Appendix 3the initial shipment. All payments due from Buyer and not paid [...***...] For orders with multiple delivery dates, the Payment Start Date will accrue interest at remaining balance of the rate of [...***...]; such interest entire order will be simple interestauthorized prior to each shipment. Authorization (hold on funds) from your bank may be in effect for 24 hours and/or up to 10 days, calculated depending upon your ILQDQFLDO LQVWhLe WinvXoiWcedLaRmoQun¶t oVf theUgXooOdsHshVipp ed w2illQbeOc\har geWd against your Credit Card. You are responsible for each day elapsed all bank fees for EFT/ACH payments, for both the remitting bank and receiving bank. Invoices are to be paid in a given month. (i) Price Schedules will be issued by Seller along with the Bills of Materials and, except as set forth below, remain firm full. Hamamatsu is not responsible for such production year until the issuance of the next October Orders by Buyer. The price per Component produced during a calendar year will be stated in the Price Schedules. (ii) In circumstances in which Section l(b)(iii) applies, Price Schedules as set forth in Appendix 2, shall be [...***...] at such time that the Seller achieves the required line rate for the new utilization level. (iii) In circumstances in which Section l(b)(iv) applies, Price Schedules shall be [...***...] at such time that the Seller achieves the required line rate for the new utilization level. (iv) In circumstances in which Section 1 (b)(v) applies and Seller has been notified any associated fees unless explicitly agreed to in writing of Buyer’s reduction of the volume of components ordered Price Schedules for all Components delivered in such year shall [...***...] at such time that the Seller reduces production prior to the required line rate for the new utilization levelinvoicing. (v) If in placing the October Orders Buyer [...***...] in Section l(b)(i), Price Schedules for all Components delivered in the year corresponding to the October Orders [...***...

Prices and Payment. (a) Pricing shall be as stated in Appendix 2, Price Schedules, and shall remain firm for the term of such Price Schedules. No extra charges of any kind will be allowed unless specifically agreed to in writing by Buyer. Unless otherwise stated on the face of the Purchase Order, payment terms are [...***...] from the Payment Start Date (defined below). The Payment Start Date is the later of the required date identified on the Purchase Order, the received date of the goods or services in Buyer’s receiving system, or the date of receipt of valid invoice by Buyer. The received date of the goods in Buyer’s receiving system shall occur as set forth in Section 2 “Prices and Payments” of Appendix 3. All payments due from Buyer and not paid [...***...] the Payment Start Date will accrue interest at the rate of [...***...]; such interest will be simple interest, calculated for each day elapsed in a given month. (b) (i) Price Schedules will be issued by Seller along with the Bills of Materials […***…] and, except as set forth below, remain firm for such production year until the issuance of the next October Orders by Buyer. The price per Component produced during a calendar year will be stated in the Price Schedules. (ii) In circumstances in which Section l(b)(iii1(b)(iii) applies, Price Schedules as set forth in Appendix 2, shall be 2 [...***...] at such time that the Seller achieves the required line rate for the new utilization level. (iii) In circumstances in which Section l(b)(iv1(b)(iv) applies, Price Schedules shall be [...***...] at such time that the Seller achieves the required line rate for the new utilization level. (iv) In circumstances in which Section 1 (b)(v1(b)(v) applies and Seller has been notified in writing of Buyer’s reduction of the volume of components ordered Price Schedules for all Components delivered in such year shall [...***...] at such time that the Seller reduces production to the required line rate for the new utilization level. (v) If in placing the October Orders Buyer [...…***...…] in Section l(b)(i1(b)(i), Price Schedules for all Components delivered in the year corresponding to the October Orders [...***...]

Prices and Payment. (a) Pricing 5.1 From the Effective Date until December 31, 2020, Sanofi Pasteur shall pay TBio the price for the Non-clinical and Clinical Supply as set out in Schedule A and in any subsequent Work Orders issued by Sanofi Pasteur hereunder, to which price shall be added a xxxx-up of [**] percent ([**]%) for all applicable costs and expenses scheduled to be incurred, and activities scheduled to occur, under such Work Orders prior to January 1, 2021, and to which price shall be added a xxxx-up of [**] percent ([**]%) for all applicable costs and expenses scheduled to be incurred, and activities scheduled to occur, under such Work Orders on or after January 1, 2021. 5.2 Beginning on January 1, 2021, Sanofi Pasteur shall pay TBio the price for the Non-clinical and Clinical Supply as stated set out in Appendix 2Schedule A and in any subsequent Work Orders issued by Sanofi Pasteur hereunder, Price Schedulesto which price shall be added a xxxx-up of [**] percent ([**]%) for all such Work Orders placed after January 1, 2021. 5.3 Beginning on the Second Closing Date, Sanofi Pasteur shall pay TBio, within [**] of receipt of a properly submitted invoice, a sum of [**] dollars ($[**]) per year, payable in four quarterly payments of $[**], to serve as pre-payment for Manufacturing Costs and the [**]% or [**]% xxxx-up, as applicable, actually incurred hereunder. The first such quarterly payment shall be eligible for invoicing at the beginning of the first full calendar quarter following the Second Closing Date. In the event that Manufacturing Costs and the [**]% or [**]% xxxx-up, as applicable, in a given quarter are less than the amount of the quarterly pre-payment, TBio shall credit the difference to future Manufacturing Costs and the [**]% or [**]% xxxx-up, as applicable, incurred in the same calendar year. If a quarterly payment is insufficient to cover Manufacturing Costs and the [**]% or [**]% xxxx-up, as applicable, for a given quarter, TBio shall invoice such additional Manufacturing Costs and the [**]% or [**]% xxxx-up, as applicable, in that quarter. In the event of termination of this Agreement, Sanofi Pasteur shall pay any non-cancellable or already incurred Manufacturing Costs for the [**] following the effective date of such termination, and shall remain firm receive a refund of any unused credit. 5.4 TBio will invoice Sanofi Pasteur for the term manufacture of such Price Schedules. No extra charges of any kind will be allowed unless specifically agreed Non-clinical and Clinical Supply in writing by Buyer. Unless otherwise stated accordance with Schedule A on the face of the Purchase Order, payment terms are a [...**] basis for costs actually incurred over the previous [*...] from *]. In addition to the Payment Start Date (defined below). The Payment Start Date is the later applicable price, Sanofi Pasteur agrees to reimburse TBio for shipping, storage and duties levied on, each shipment of the required date identified on the Purchase OrderDeliverables, the received date of the goods or services in Buyer’s receiving system, or the date of receipt of valid invoice by Buyer. The received date of the goods in Buyer’s receiving system shall occur as set forth in Section 2 “Prices and Payments” of Appendix 3. All payments due from Buyer and not paid the corresponding invoice. 5.5 If there is any increase in the price for Deliverables estimated in any effective Work Order, TBio will issue to Sanofi Pasteur a change order for such Work Order for Sanofi Pasteur to approve the increase in price, where such Work Order will include prominent language that it requires a response within [...***...] or a prominently identified shorter time period if absolutely required because the Payment Start Date will accrue interest at applicable work is in progress. If Sanofi Pasteur fails to return an executed change order (or other written communication) approving the rate of increase in price within [...***...]; , or such interest will shorter time period if absolutely required, of TBio’s issuance of such change order, such Work Order shall be simple interestdeemed accepted, calculated and TBio may proceed with the work per the updated budget. 5.6 Each invoice shall include details for each day elapsed in a given month. (i) Price Schedules will be issued by Seller along with the Bills of Materials and, except as set forth below, remain firm for such production year until the issuance of the next October Orders by Buyer. The price per Component produced during a calendar year will be stated in the Price Schedules. (ii) In circumstances in which Section l(b)(iii) applies, Price Schedules as set forth in Appendix 2, shall be [...***...] at such time that the Seller achieves the required line rate for the new utilization level. (iii) In circumstances in which Section l(b)(iv) applies, Price Schedules shall be [...***...] at such time that the Seller achieves the required line rate for the new utilization level. (iv) In circumstances in which Section 1 (b)(v) applies and Seller has been notified in writing of Buyer’s reduction of the volume of components ordered Price Schedules for all Components delivered in such year shall [...***...] at such time that the Seller reduces production to the required line rate for the new utilization level. (v) If in placing the October Orders Buyer [...***...] in Section l(b)(i), Price Schedules for all Components delivered in the year charge corresponding to the October Orders items in Schedule A. 5.7 The Parties agree that the payment of such invoices shall be made in US Dollars by Sanofi Pasteur not later than [...**] from the date the invoice is received, and in any event before the date on which TBio must make a corresponding payment to its Service Provider(s) (advance notice of which TBio shall provide to Sanofi Pasteur in the relevant Work Order), by wire transfer to the following account: Company Name: Translate Bio MA, Inc. Bank Name: [*...*] Bank Address: [**] ABA Wire Transfer: [**] Account Number: [**] In the event that a Service Provider engaged in support of manufacturing of Product supplied hereunder demands payment in a foreign currency, TBio shall perform currency conversions in a manner consistent with its standard accounting practices applicable to any similar transaction. 5.8 All payments under this Supply Agreement shall be made by Sanofi Pasteur to TBio without deduction of any applicable withholding taxes. 5.9 TBio shall also issue invoices to Sanofi Pasteur using a modified Work Order for any Manufacturing Costs and the [**]% or [**]%, as applicable, that TBio is required by the applicable Service Provider to prepay and for which TBio seeks advance payment from Sanofi, but only to the extent such prepayment obligations exceed the any unused funds available from any of Sanofi Pasteur’s prior quarterly pre-payments (Section 5.2). 5.10 TBio shall notify Sanofi Pasteur if a Service Provider offers to reduce its portion of Manufacturing Costs or delivery times under a Work Order through payment to a Service Provider of upfront fees, and, if Sanofi Pasteur provides written approval thereof, TBio shall issue invoices to Sanofi Pasteur for the pro rata portion of such upfront fees attributable to Deliverables to be delivered under this Agreement. 5.11 Sanofi Pasteur agrees to pay all undisputed invoices under Sections 5.6 and 5.7 in accordance with Section 5.7 and the remainder of this Article 5. TBio shall have no obligation to transfer any affected Deliverable while any such undisputed invoice is both past due or outstanding. 5.12 To expedite resolution of any payment issues, the Parties shall be entitled to communicate with each other via the following Finance contacts: For TBio: [**] 00 Xxxxxxxx Xxxxxx Lexington, MA 02421 [**] For SP: [**] 0000 Xxxxxxx Xxxxxx Xxxx Xxxxxxx, XX X0X 0X0 Xxxxxx [**]