Purchase Price and Payment Terms. 12.1. Ascendis will pay to NOF the Purchase Price for Product. The Purchase Price for Product is listed in Appendix 2. 12.2. The agreed Purchase Price for Product is based on [***] and [***]. The Parties shall discuss in good faith whether the Purchase Price shall be adjusted if [***]. 12.3. NOF’s price for the Services [***]. If NOF is obligated by law to charge any value added and/or similar tax to Ascendis, NOF shall ensure that if such value-added and/or similar tax is applicable, that it is invoiced to Ascendis in accordance with applicable rules so as to allow Ascendis to reclaim such value-added and/or similar tax from the appropriate government authority. Neither Party is responsible for taxes on the other Party’s income or the income of the other Party’s personnel or subcontractors. If Ascendis is required by government regulation to withhold taxes for which NOF is responsible, Ascendis will deduct such withholding tax from payment to NOF and Ascendis will provide to NOF a valid tax receipt in NOF’s name. If NOF is exempt from such withholding taxes as a result of a tax treaty or other regime, NOF shall provide to Ascendis a valid tax treaty residency certificate or other tax exemption certificate at a minimum of [***] prior to payment being due. Without prejudice to any existing remedy NOF may have at law or contract, if Ascendis fails to pay on the due date any undisputed amount which is payable to NOF hereunder, then NOF may charge Ascendis a late payment fee not to exceed [***] on any unpaid amounts each [***] (or part thereof) such payment is late or the highest interest rate permissible under applicable law, whichever is lower. 12.4. NOF shall invoice Ascendis for Product [***] or [***], whichever event comes first. 12.5. [***]. 12.6. Payments by Ascendis will be made in [***] after receipt of invoice by Ascendis, [***]. Any invoices covered by credit insurance obtained by Ascendis will be payable [***].
Appears in 1 contract
Samples: Manufacturing and Supply Agreement (Ascendis Pharma a/S)
Purchase Price and Payment Terms. 12.111.1. Ascendis will pay to NOF Carbogen the Purchase Price for ProductProduct and Other Services.
11.2. The Purchase Price for Product is listed in Appendix 23. The Purchase Price for Other Services will be agreed in separate agreements as detailed in Appendix 7.
12.211.3. The agreed Purchase Price for Product is based on [***] and [***]. The Parties shall discuss in good faith whether It is agreed that the Purchase Price shall be verified [***] and adjusted accordingly if [***].
12.311.4. NOFCarbogen’s price for the Services [***]. If NOF Carbogen is obligated by law to charge any value added and/or similar tax to Ascendis, NOF Carbogen shall ensure that if such value-added and/or similar tax is applicable, that it is invoiced to Ascendis in accordance with applicable rules so as to allow Ascendis to reclaim such value-added and/or similar tax from the appropriate government authority. Neither Party is responsible for taxes on the other Party’s income or the income of the other Party’s personnel or subcontractors. If Ascendis is required by government regulation to withhold taxes for which NOF Supplier is responsible, Ascendis will deduct such withholding tax from payment to NOF Supplier and Ascendis will provide to NOF Supplier a valid tax receipt in NOFCarbogen’s name. If NOF Carbogen is exempt from such withholding taxes as a result of a tax treaty or other regime, NOF Carbogen shall provide to Ascendis a valid tax treaty residency certificate or other tax exemption certificate at a minimum of [***] prior to payment being due.
11.5. Without prejudice to any existing remedy NOF may have at law or contractFor the avoidance of doubt, if the price for the Services [***].
11.6. Carbogen shall invoice Ascendis fails to pay on the due date any undisputed amount which is payable to NOF hereunder, then NOF may charge Ascendis a late payment fee not to exceed for [***] on any unpaid amounts each [***] (or part thereof) such payment is late or the highest interest rate permissible under applicable law, whichever is lower.
12.4. NOF shall invoice Ascendis for Product deliveries [***] or [***], whichever event comes first. Invoicing for Other Services shall follow the agreements listed in Appendix 7.
12.5. [***].
12.611.7. Payments by Ascendis will be made in [***] after receipt of invoice by Ascendis. All late payments will, [***]. Any invoices covered by credit insurance obtained by Ascendis will without further notification, be payable charged with interest for late payment calculated on a daily basis from the due date until full payment at the rate of [***].
Appears in 1 contract
Samples: Manufacturing and Supply Agreement (Ascendis Pharma a/S)
Purchase Price and Payment Terms. 12.1. Ascendis will pay to NOF the Purchase Price for Product. The Purchase Price for Product is listed in Appendix 2.
12.2. The agreed Purchase Price for Product is based on [***] and [***]. The Parties shall discuss in good faith whether the Purchase Price shall be adjusted if [***].
12.3. NOF’s price for the Services [***]. If NOF is obligated by law to charge any value added and/or similar tax to Ascendis, NOF shall ensure that if such value-added and/or similar tax is applicable, that it is invoiced to Ascendis in accordance with applicable rules so as to allow Ascendis to reclaim such value-added and/or similar tax from the appropriate government authority. Neither Party is responsible for taxes on the other Party’s income or the income of the other Party’s personnel or subcontractors. If Ascendis is required by government regulation to withhold taxes for which NOF is responsible, Ascendis will deduct such withholding tax from payment to NOF and Ascendis will provide to NOF a valid tax receipt in NOF’s name. If NOF is exempt from such withholding taxes as a result of a tax treaty or other regime, NOF shall provide to Ascendis a valid tax treaty residency certificate or other tax exemption certificate at a minimum of [***] prior to payment being due. Without prejudice to any existing remedy NOF may have at law or contract, if Ascendis fails to pay on the due date any undisputed amount which is payable to NOF hereunder, then NOF may charge Ascendis a late payment fee not to exceed [***] on any unpaid amounts each [***] (or part thereof) such payment is late or the highest interest rate permissible under applicable law, whichever is lower.
12.4. NOF shall invoice Ascendis for Product [***] or [***], whichever event comes first.
12.5. [***].
12.6. Payments by Ascendis will be made in [***] after receipt of invoice by Ascendis, [***]. Any invoices covered by credit insurance obtained by Ascendis will be payable [***].
Appears in 1 contract
Samples: Manufacturing and Supply Agreement (Ascendis Pharma a/S)
Purchase Price and Payment Terms. 12.1. Ascendis will pay to NOF Bachem the Purchase Price for Product. The Purchase Price for Product is listed in Appendix 2[***].
12.2. The agreed Purchase Price for Product Pricing is based on [***] and ]. Estimate prices shall be provided to Ascendis by Bachem after [***]. The Parties Separate pricing shall discuss in good faith whether be agreed for the following: • [***] • [***]
12.3. Prices shall be based on the following assumptions: • [***].
12.4. Each [***], Bachem may invoice Ascendis a fee of [***] if no Purchase Price shall Orders have been issued for delivery of at least [***] within that [***].
12.5. Prices may be adjusted if [***].
12.312.6. NOFPrices may be adjusted [***] in accordance with [***].
12.7. Price changes due to [***] will mainly benefit [***]. Cost reductions from [***] will benefit [***]. Cost reductions which are due to [***] will benefit [***]. Other cost reductions from [***] will [***].
12.8. Except for [***], Bachem’s price for the Services [***]. If NOF Bachem is obligated by law to charge any value added and/or similar tax to Ascendis, NOF Bachem shall ensure that if such value-added and/or similar tax is applicable, that it is invoiced to Ascendis in accordance with the laws applicable rules at its domicile so as to allow Ascendis to reclaim such value-added and/or similar tax from the appropriate government authority. Neither Party is responsible for taxes on the other Party’s income or the income of the other Party’s personnel or subcontractors. If Ascendis is required by government regulation to withhold taxes for which NOF Supplier is responsible, Ascendis will deduct such withholding tax from payment to NOF Supplier and Ascendis will provide to NOF Supplier a valid tax receipt in NOFBachem’s name. If NOF Bachem is exempt from such withholding taxes as a result of a tax treaty or other regime, NOF Bachem shall provide to Ascendis a valid tax treaty residency certificate or other tax exemption certificate at a minimum of [***] prior to payment being due. Without prejudice to any existing remedy NOF may have at law or contract, if Ascendis fails to pay on the due date any undisputed amount which is payable to NOF hereunder, then NOF may charge Ascendis a late payment fee not to exceed [***] on any unpaid amounts each [***] (or part thereof) such payment is late or the highest interest rate permissible under applicable law, whichever is lower.
12.4. NOF shall invoice Ascendis for Product [***] or [***], whichever event comes first.
12.5. [***].
12.612.9. Payments by Ascendis will be made in [***] net [***] after receipt of invoice by Ascendis, [***]. Any invoices covered by credit insurance obtained by Ascendis will be payable [***].
Appears in 1 contract
Samples: Manufacturing and Supply Agreement (Ascendis Pharma a/S)
Purchase Price and Payment Terms. 12.111.1. Ascendis will pay to NOF Carbogen the Purchase Price for ProductProduct and Other Services.
11.2. The Purchase Price for Product is listed in Appendix 2APPENDIX 3. The Purchase Price for Other Services will be agreed in separate agreements as detailed in APPENDIX 7.
12.211.3. Each [***], Carbogen may invoice Ascendis a fee of [***] if no Purchase Orders have been issued for delivery of at least [***] within the preceding [***].
11.4. The agreed Purchase Price for Product is based on [***] and [***]. The Parties shall discuss in good faith whether It is agreed that the Purchase Price shall be verified [***] and adjusted accordingly if [***].
12.311.5. NOFCarbogen’s price for the Services [***]. If NOF Carbogen is obligated by law to charge any value added and/or similar tax to Ascendis, NOF Carbogen shall ensure that if such value-added and/or similar tax is applicable, that it is invoiced to Ascendis in accordance with applicable rules so as to allow Ascendis to reclaim such value-added and/or similar tax from the appropriate government authority. Neither Party is responsible for taxes on the other Party’s income or the income of the other Party’s personnel or subcontractors. If Ascendis is required by government regulation to withhold taxes for which NOF Supplier is responsible, Ascendis will deduct such withholding tax from payment to NOF Supplier and Ascendis will provide to NOF Supplier a valid tax receipt in NOFCarbogen’s name. If NOF Carbogen is exempt from such withholding taxes as a result of a tax treaty or other regime, NOF Carbogen shall provide to Ascendis a valid tax treaty residency certificate or other tax exemption certificate at a minimum of [***] prior to payment being due.
11.6. Without prejudice to any existing remedy NOF may have at law or contractFor the avoidance of doubt, if Ascendis fails to pay on the due date any undisputed amount which is payable to NOF hereunder, then NOF may charge Ascendis a late payment fee not to exceed price for the Services [***] on any unpaid amounts each [***] (or part thereof) such payment is late or the highest interest rate permissible under applicable law, whichever is lower].
12.411.7. NOF Carbogen shall invoice Ascendis for Product Reagent F deliveries [***] or [***], whichever event comes first. Invoicing for Other Services shall follow the agreements listed in APPENDIX 7.
12.5. [***].
12.611.8. Payments by Ascendis will be made in [***] after receipt of invoice by Ascendis. All late payments will, [***]. Any invoices covered by credit insurance obtained by Ascendis will without further notification, be payable charged with interest for late payment calculated on a daily basis from the due date until full payment at the rate of [***].
Appears in 1 contract
Samples: Manufacturing and Supply Agreement (Ascendis Pharma a/S)