Common use of Purchase Price and Payment Clause in Contracts

Purchase Price and Payment. 13.1 Diaxonhit shall pay the then applicable Purchase Price (as listed in Schedule 2, Part A) for all Products delivered to Diaxonhit during each Sales Year for use for commercial sale in accordance with Section 13.4. 13.2 No later than the 20th Working Day of each Quarter, Diaxonhit shall provide XDx with a quarterly report showing the Net Sales and Royalty due for the preceding Quarter (a “Royalty Report”). Such Royalty Reports shall contain Net Sales and Test quantities in the Territory, on a country-by-country basis, as well as the number of AlloMap plates purchased, used and average Tests per AlloMap plate, together with any and all currency conversion calculations used by Diaxonhit. XDx shall invoice Diaxonhit for the Royalty due. Provided that Diaxonhit receives XDx’s invoice by the end of the 15th Working Day of a calendar month then Diaxonhit shall pay that invoice by the end of that calendar month: if the invoice is received after the end of the 15th Working Day of a calendar month then Diaxonhit shall pay that invoice by the end of the following calendar month. 13.3 Diaxonhit shall keep, and shall cause its Affiliates and Sales Agents to keep, true, accurate and complete records pertaining to the performance of obligations under this Agreement, including gross sales of the Product (both in the aggregate and on a per Unit basis) and all other information necessary to determine the Net Sales Price, in sufficient detail to calculate all fees and the Royalty payable pursuant to this Agreement and to prepare all reports required hereunder. 13.4 Promptly after delivery thereof, XDx shall invoice Diaxonhit for the Purchase Price of each shipment of Product ordered by and delivered to Diaxonhit. Diaxonhit shall pay in full each such invoice within thirty (30) days of the end of the month in which it receives that invoice. If such payment is not made on the date due, then Diaxonhit shall pay interest to XDx calculated in accordance with the provisions of clause 27.9. 13.5 All payments made under this Agreement are calculated without regard to value added tax or any other Indirect Tax. If any such payment (together with any other Indirect Tax as applicable) constitutes for value added tax purposes the whole or any part of the consideration for a taxable or deemed taxable supply made by any Party (the supplier) the amount of that payment shall be increased by an amount equal to the amount of value added tax which is chargeable in respect of the taxable or deemed taxable supply in question, provided that the supplier shall have delivered a valid value added tax invoice in respect of such supply to the paying Party. If any payment is subject to any other Indirect Tax then the amount of the payment shall be increased by an amount equal to such Indirect Tax and the paying Party shall in addition pay an amount equal to such Indirect Tax provided that a valid invoice has been issued in respect of that Indirect Tax. All payments in respect of any Indirect Tax (including value added tax) shall be payable on the due date for payment of the original payment or, if later, the date on which a valid Indirect Tax invoice is received in respect of that Indirect Tax. Diaxonhit shall issue invoices for all amounts payable under this Agreement consistent with Indirect Tax requirements and irrespective of whether the sums may be netted for settlement purposes. 13.6 Diaxonhit shall be responsible for any and all customs duties, clearance charges, brokers’ fees and other amounts payable in connection with the supply, importation and delivery of Products, as well as any and all customs duties, clearance charges, brokers’ fees and other amounts payable in connection with the sale and export by XDx of Products. 13.7 The terms and conditions of sale set forth in this Agreement shall govern all purchases of Product by Diaxonhit from XDx or the Designee notwithstanding any additional or inconsistent terms or conditions on Diaxonhit’s form of purchase order, XDx conditions of sale or similar document.

Purchase Price and Payment. 13.1 Diaxonhit shall pay the then applicable 3.1 The Purchase Price shall correspond to the Enterprise Value (as listed in Schedule 2, Part A) for all Products delivered to Diaxonhit during each Sales Year for use for commercial sale in accordance with Section 13.4. 13.2 No later than the 20th Working Day of each Quarter, Diaxonhit shall provide XDx with a quarterly report showing the Net Sales and Royalty due for the preceding Quarter (a “Royalty Report”). Such Royalty Reports shall contain Net Sales and Test quantities in the Territory, on a country-by-country cash and debt free basis, as well as ) (irrespective of the number Shares not constituting 100% of AlloMap plates purchased, used and average Tests per AlloMap plate, together with any and all currency conversion calculations used by Diaxonhit. XDx shall invoice Diaxonhit for the Royalty due. Provided that Diaxonhit receives XDx’s invoice shares issued by the end Company) 3.1.1 with the addition of the 15th Working Day of a calendar month then Diaxonhit shall pay that invoice by the end of that calendar month: Final Net Debt/Cash if the invoice amount exceeds DKK 0, or less the Final Net Debt/Cash if the amount is received after the end of the 15th Working Day of a calendar month then Diaxonhit shall pay that invoice by the end of the following calendar month. 13.3 Diaxonhit shall keep, and shall cause its Affiliates and Sales Agents to keep, true, accurate and complete records pertaining to the performance of obligations under this Agreement, including gross sales of the Product (both in the aggregate and on a per Unit basis) and all other information necessary to determine the Net Sales Price, in sufficient detail to calculate all fees and the Royalty payable pursuant to this Agreement and to prepare all reports required hereunder. 13.4 Promptly after delivery thereof, XDx shall invoice Diaxonhit for the Purchase Price of each shipment of Product ordered by and delivered to Diaxonhitlower than DKK 0. Diaxonhit shall pay in full each such invoice within thirty (30) days of the end of the month in which it receives that invoice. If such payment is not made on the date due, then Diaxonhit shall pay interest to XDx The amount will be calculated in accordance with the provisions principles set out in Appendix 3.1(a); and 3.1.2 with the addition of clause 27.9the amount by which the Final Working Capital exceeds the Agreed Working Capital or less the amount by which the Agreed Working Capital exceeds the Final Working Capital. The Final Working Capital will be calculated in accordance with the principles set out in Appendix 3.1 (b). 13.5 All payments made under this Agreement are calculated without regard 3.2 The Buyer shall pay the Preliminary Purchase Price less any amount by which the Estimated Working Capital exceeds the Agreed Working Capital to value added tax or any other Indirect Tax. If any such payment (together with any other Indirect Tax the Seller at Closing. 3.3 The Buyer shall as applicable) constitutes for value added tax purposes the whole or any part of the consideration for a taxable or deemed taxable supply made date falling 3 months after Closing prepare an overview of payments received by any Party (the supplier) Company in respect of the amount of that payment shall be increased by receivables included in the Estimated Working Capital. No later than 10 Business Days after the date falling 3 months after Closing the Buyer must send such overview to the Seller and at the same time transfer to the Seller’s Bank Account an amount equal to the aggregate amount of value added tax which is chargeable collected receivables included in respect of the taxable or deemed taxable supply in question, provided that the supplier shall have delivered a valid value added tax invoice in respect of such supply Estimated Working Capital to the paying Party. If any payment is subject to any other Indirect Tax then extent that such amounts exceed the aggregate amount of the payment liabilities and/or debt items including any future costs associated with the Company’s current office location included in the Estimated Working Capital. This procedure shall be increased by an amount equal to such Indirect Tax and repeated as of the paying Party shall in addition pay an amount equal to such Indirect Tax provided that a valid invoice has been issued in respect of that Indirect Tax. All payments in respect of any Indirect Tax (including value added tax) shall be payable date falling 6 months after Closing, however based on the due date for payment of the original payment orFinal Working Capital, if later, the date on which a valid Indirect Tax invoice is received in respect of it being understood that Indirect Tax. Diaxonhit shall issue invoices for all amounts payable under this Agreement consistent with Indirect Tax requirements and irrespective of whether the sums may be netted for settlement purposes. 13.6 Diaxonhit shall be responsible for any and all customs duties, clearance charges, brokers’ fees and other amounts payable in connection liabilities and/or debt item including any future costs associated with the supply, importation and delivery of Products, Company’s current office location in the Estimated Working Capital and/or Final Working Capital as well as any and all customs dutiescollected receivable included in the Estimated Working Capital and/or Final Working Capital shall only be counted once. Any amount of the Final Working Capital not paid to the Seller in accordance with this clause 3.3 shall be paid to the Seller at the same time as the earn-out, clearance charges, brokers’ fees and other amounts payable in connection with the sale and export by XDx of Productssee clause 4. A calculation example is included as Appendix 3.3. 13.7 The terms and conditions of sale set forth in this Agreement shall govern all purchases of Product by Diaxonhit from XDx or the Designee notwithstanding any additional or inconsistent terms or conditions on Diaxonhit’s form of purchase order, XDx conditions of sale or similar document.

Purchase Price and Payment. 13.1 Diaxonhit shall pay (a) In consideration of the then applicable sale by Seller to Buyer of the Subject Assets, subject to the assumption by Buyer of the Liabilities and the satisfaction of all of the conditions contained herein, Buyer agrees that at the Closing it will deliver to an account or accounts designated in writing by Seller a wire transfer of immediately available funds in the amount of Three Million Six Hundred and Thirty Five Thousand Pounds Sterling ((pound)3,635,000) and assume the Liabilities (together the "Purchase Price"). Buyer and Seller agree in good faith to allocate the Purchase Price among the Subject Assets within 30 days of Closing. (as listed in Schedule 2, Part Ab) for all Products The Seller has delivered to Diaxonhit during each Sales Year the Buyer an unaudited summary of the Inventories and other current assets of the Business as of December 31st, 1997 less accounts payable and accrued expenses as of December 31, 1997 (the "December 31st Net Current Asset Disclosure"). A copy of the December 31st Net Current Asset Disclosure is attached hereto as EXHIBIT 1.4. The total net amount as set forth on the December 31st Net Current Asset Disclosure is referred to herein as the "December 31st Assets". The Inventories are valued at the lower of cost or market value due allowance being made for use for commercial sale in accordance with Section 13.4old, slow moving or obsolete items. 13.2 No (c) Within thirty (30) business days following the Closing, the Seller shall prepare and deliver to the Buyer an unaudited summary of those assets and liabilities specified in paragraph 1.4(b) as of the Closing (the "Closing Date Net Current Asset Disclosure"). The Closing Date Net Current Asset Disclosure shall accurately reflect all Inventories, other current assets, accounts payable and accrued expenses which are reflected on the books and records of the Seller and shall in all respects be prepared consistently with and utilizing the same accounting policies and valuation procedures as set forth in the December 31st Net Current Asset Disclosure. The total net amount as set forth on the Closing Date Net Current Asset Disclosure is referred to herein as the "Closing Date Assets". In the event that the Closing Date Assets have either increased or decreased by any amount from the December 31st Assets, the amount of the increase or decrease (the "Purchase Price Adjustment") shall be paid by Buyer to Seller (if the Closing Date Assets exceeds the December 31st Assets) or by Seller to Buyer (if the December 31st Assets exceed the Closing Date Assets). The Purchase Price Adjustment shall be made by wire transfer not later than the 20th Working Day close of each Quarter, Diaxonhit shall provide XDx with a quarterly report showing business on the Net Sales and Royalty due for fifth business day immediately following the preceding Quarter (a “Royalty Report”). Such Royalty Reports shall contain Net Sales and Test quantities in date on which the Territory, on a country-by-country basis, as well as the number of AlloMap plates purchased, used and average Tests per AlloMap plate, together with any and all currency conversion calculations used by Diaxonhit. XDx shall invoice Diaxonhit for the Royalty due. Provided that Diaxonhit receives XDx’s invoice by the end of the 15th Working Day of a calendar month then Diaxonhit shall pay that invoice by the end of that calendar month: if the invoice Purchase Price Adjustment is received after the end of the 15th Working Day of a calendar month then Diaxonhit shall pay that invoice by the end of the following calendar month. 13.3 Diaxonhit shall keepfinally determined, and shall cause its Affiliates include simple interest on such amount at the base rate of interest publicly quoted by Midland Bank plc in England as of and Sales Agents to keep, true, accurate commencing on the Closing and complete records pertaining to continuing until the performance date of obligations under this Agreement, including gross sales of the Product (both in the aggregate and on a per Unit basis) and all other information necessary to determine the full payment hereunder. The Closing Date Net Sales Price, in sufficient detail to calculate all fees Current Asset Disclosure delivered by Seller and the Royalty payable pursuant to this Agreement and to prepare all reports required hereunder. 13.4 Promptly after delivery thereof, XDx shall invoice Diaxonhit for calculation of the Purchase Price of each shipment of Product ordered by Adjustment shall be final and delivered to Diaxonhit. Diaxonhit shall pay in full each such invoice binding on the parties hereto, unless within thirty (30) business days following Seller's delivery of the Closing Date Net Current Asset Disclosure to the Buyer, the Seller receives from the Buyer a report setting forth in detail the Buyer's objections to such calculation and any adjustments required. Buyer and Seller shall use reasonable efforts to resolve any dispute, and such resolution shall be in writing and shall be final and binding on the parties hereto. Until the earlier to occur of (i) the mutual agreement of the Seller and Buyer as to the appropriate amount of the Purchase Price Adjustment, or (ii) the final determination of the Purchase Price Adjustment by the Independent Accountants as set forth below, the Buyer and the Seller shall allow each other reasonable access to each other's books and records pertaining to the Business and cooperate with each other during normal business hours for purposes of computing and/or verifying the information set forth in the Closing Date Net Current Asset Disclosure. (d) If the Seller and Buyer have not reached a final resolution of any dispute within thirty (30) business days following Seller's receipt of Buyer's objections, such dispute shall be resolved by the Belfast, Northern Ireland office of Price Waterhouse (the "Independent Accountants"). (e) The Independent Accountants shall be instructed in writing by either party within thirty (30) calendar days of the end expiry of the month 30-business days period following Seller's receipt of Buyer's objections. Both Seller and Buyer shall send their respective submissions to the Independent Accountants within such 30-day period. In the event that any party fails to make its submission to the Independent Accountants within such 30-day period, such party is deemed to have accepted the other party's position in which it receives that invoiceits entirety relating to the Purchase Price Adjustment and waived any objections thereto. If such payment is not made on Each party shall simultaneously send to the date due, then Diaxonhit shall pay interest other party a copy of its respective submission to XDx calculated in accordance with the provisions of clause 27.9Independent Accountants. 13.5 All payments (f) In the event that the dispute is presented to the Independent Accountants, the parties agree that the Independent Accountants shall be instructed to resolve all matters presented to them by either accepting the Seller's Closing Date Net Current Asset Disclosure, which shall include any adjustments agreed by the Seller and Buyer prior to their instruction, in its entirety, or the Buyer's objections to such Closing Date Net Current Asset Disclosure in its entirety, notwithstanding that there may be more than one matter to which an objection is made under this Agreement are calculated without regard by Buyer. The Independent Accountants shall be instructed to value added tax or any other Indirect Tax. If any such payment render their decision resolving all matters presented to them within sixty (together with any other Indirect Tax as applicable60) constitutes for value added tax purposes the whole or any part calendar days of receipt by them of the consideration for a taxable Seller's Closing Date Net Current Assets Disclosure or deemed taxable supply made by any Party the Buyer's objections, whichever is the later. (g) Each party shall bear its own expenses; however, the supplier) fees and expenses of the amount of that payment Independent Accounts shall be increased paid as determined by an amount equal to the amount of value added tax which is chargeable in respect Independent Accountants. The determination of the taxable or deemed taxable supply in question, provided that Purchase Price Adjustment by the supplier shall have delivered a valid value added tax invoice in respect of such supply to the paying Party. If any payment is subject to any other Indirect Tax then the amount of the payment Independent Accountants shall be increased by an amount equal to such Indirect Tax final and binding upon the paying Party shall in addition pay an amount equal to such Indirect Tax provided that a valid invoice has been issued in respect of that Indirect Tax. All payments in respect of any Indirect Tax (including value added tax) shall be payable on the due date for payment of the original payment or, if later, the date on which a valid Indirect Tax invoice is received in respect of that Indirect Tax. Diaxonhit shall issue invoices for all amounts payable under this Agreement consistent with Indirect Tax requirements and irrespective of whether the sums may be netted for settlement purposesparties. 13.6 Diaxonhit shall be responsible for any and all customs duties, clearance charges, brokers’ fees and other amounts payable in connection with the supply, importation and delivery of Products, as well as any and all customs duties, clearance charges, brokers’ fees and other amounts payable in connection with the sale and export by XDx of Products. 13.7 The terms and conditions of sale set forth in this Agreement shall govern all purchases of Product by Diaxonhit from XDx or the Designee notwithstanding any additional or inconsistent terms or conditions on Diaxonhit’s form of purchase order, XDx conditions of sale or similar document.

Purchase Price and Payment. 13.1 Diaxonhit shall pay the then applicable 3.1 The Preliminary Purchase Price (as listed in Schedule 2, Part A) for all Products delivered the Shares to Diaxonhit during each Sales Year for use for commercial sale be paid to the Vendor at Completion in accordance with Section 13.4section 5.3 below shall be Euro 159.5 million which is comprised of the Cash Free & Debt Free Value (Euro 156 million) adjusted by: (i) adding the amount of the Estimated Cash (Euro 2.7 million); (ii) subtracting the amount of the Estimated Debt (Euro 1.1 million); and (iii) adding Euro 1.9 million, representing the amount by which the Estimated Working Capital exceeds the Required Working Capital of SEK 332 million, converted into Euros at an exchange rate of 9.32996 SEK/Euro. 13.2 No later than 3.2 Within thirty (30) Business Days following the 20th Completion Date, the Vendor and its accountants shall deliver to the Purchaser a completion statement, including a balance sheet and a Working Day Capital Statement. The completion statement shall be prepared in accordance with the Company Accounting Practices (as applied in the preparation of each Quarterthe Working Capital Statement from which the Estimated Working Capital was derived), Diaxonhit shall provide XDx with a quarterly report showing the Net Sales and Royalty due include accruals for the preceding Quarter (a “Royalty Report”). Such Royalty Reports shall contain Net Sales and Test quantities in agreed liability to compensate employees of the Territory, on a country-by-country basis, as well as the number of AlloMap plates purchased, used and average Tests per AlloMap plate, together with any and all currency conversion calculations used by Diaxonhit. XDx shall invoice Diaxonhit Group for the Royalty due. Provided that Diaxonhit receives XDx’s invoice by the end forfeiture of the 15th Working Day of a calendar month then Diaxonhit shall pay that invoice by the end of that calendar month: if the invoice is received after the end of the 15th Working Day of a calendar month then Diaxonhit shall pay that invoice by the end of the following calendar month. 13.3 Diaxonhit shall keepXxxxxxx-Xxxxxx provided benefits, including all related social benefits and payroll taxes, and shall cause its Affiliates be based on the actual financial position and Sales Agents results of the Group as at the close of business on the Completion Date, and shall set forth the Vendor’s calculation of the amounts of Cash, Debt and Working Capital as at the close of business on the Completion Date. The Purchaser shall then have thirty (30) Business Days in which to keep, true, accurate review and complete records pertaining dispute the Vendor’s completion statement. If the Purchaser does not object to the performance of obligations under this Agreement, including gross sales of the Product (both in the aggregate and on a per Unit basis) and all other information necessary to determine the Net Sales Price, in sufficient detail to calculate all fees and the Royalty payable pursuant to this Agreement and to prepare all reports required hereunder. 13.4 Promptly after delivery thereof, XDx shall invoice Diaxonhit for the Purchase Price of each shipment of Product ordered by and delivered to Diaxonhit. Diaxonhit shall pay in full each such invoice Vendor’s completion statement within thirty (30) days Business Days after its receipt of same, the Vendor’s completion statement shall at the expiry of such time period become final and binding upon both Parties and shall be deemed to constitute the Completion Statement. The Purchaser shall during normal business hours provide the Vendor and its accountants and advisors with full access to the Group Companies’ books and records for the purpose of preparing the Vendor’s completion statement. The Vendor and its accountants shall be permitted to copy such of the end Group Companies’ books and records as the Vendor may deem appropriate for the preparation of the month Vendor’s completion statement and computation of Cash, Debt and Working Capital on the Completion Date. The Vendor shall during normal business hours provide the Purchaser and its accountants and advisors with full access to the Vendor’s supporting schedules created in connection with the Vendor’s preparation of the completion statement. The Purchaser and its accountants and advisors shall be permitted to copy such materials as the Purchaser may deem appropriate for its review of the Vendor’s completion statement and computation of Cash, Debt and Working Capital. 3.3 If the Parties are unable to resolve any dispute regarding the Vendor’s completion statement within thirty (30) Business Days from expiry of the thirty (30) Business Day period specified in Section 3.2 in which it receives that invoicethe Purchaser may object to the Vendor’s completion statement, and should the dispute concern an aggregate amount not exceeding SEK 30,000,000 the dispute and the determination of the Completion Statement shall be submitted to a single auditor of a reputable public accounting firm to be agreed between the Parties or in default of agreement appointed by the Institute. If such payment is The Parties agree to select an independent auditor and to disclose to the Institute and to each other their relationship to any auditor or public accounting firm under consideration. The auditor shall act as an expert and not made an arbitrator and the decision of the auditor shall be final and binding on the date dueParties. The auditor’s fees, then Diaxonhit shall pay interest to XDx calculated in accordance with the provisions of clause 27.9. 13.5 All payments made under this Agreement are calculated without regard to value added tax or any other Indirect Tax. If any such payment (together with any other Indirect Tax as applicable) constitutes for value added tax purposes the whole or any part of the consideration for a taxable or deemed taxable supply made by any Party (the supplier) the amount of that payment costs and expenses shall be increased borne equally by the Parties and each Party shall bear its own costs. Should the dispute concern an amount equal to or in excess of SEK 30,000,000 then either Party may instead refer the dispute and the determination of the Completion Statement to arbitration pursuant to Section 18 below. 3.4 Immediately upon the expiration of the thirty (30) Business Day period in which the Purchaser may object to the Vendor’s completion statement, if no objections have been made in writing by the Purchaser to the Vendor, or immediately upon the resolution of a dispute under Section 3.3 or Section 18, if any, the Final Purchase Price shall be determined by adjusting the Preliminary Purchase Price as follows: (i) If the amount of value added tax which Cash in SEK on the Completion Date as shown in the Completion Statement is chargeable less than the Estimated Cash in respect of SEK, the taxable or deemed taxable supply in question, provided that the supplier difference shall have delivered a valid value added tax invoice in respect of such supply be paid to the paying Party. If any payment is subject to any other Indirect Tax then Purchaser; if the amount of Cash in SEK on the payment Completion Date as shown in the Completion Statement is greater than the Estimated Cash in SEK, the difference shall be increased by an paid to the Vendor; (ii) If the amount equal of Debt in SEK on Completion Date as shown in the Completion Statement is greater than the Estimated Debt, the difference shall be paid to such Indirect Tax the Purchaser; and (iii) If the Working Capital in SEK on the Completion Date as shown in the Completion Statement is less than the Estimated Working Capital in SEK, the difference shall be paid to the Purchaser; if the Working Capital in SEK on the Completion Date as shown in the Completion Statement is greater than the Estimated Working Capital in SEK, the difference shall be paid to the Vendor. The net of (i), (ii) and (iii) above in SEK shall be converted to Euros at the paying Party shall Exchange Rate in addition pay an amount equal effect on the Completion Date and paid immediately to such Indirect Tax provided that a valid invoice has been issued in respect the Vendor or Purchaser, as the case may be, together with interest for the actual number of that Indirect Tax. All payments in respect days elapsed from the Completion Date to the date of payment calculated at EURIBOR 90 days (as quoted on the Completion Date) for the actual number of days elapsed from the Completion Date to the date of payment, net of any Indirect Tax required tax withholding. 3.5 For the avoidance of doubt, the Parties agree that on or before the Completion Date the Vendor (including value added taxi) shall be payable on cause the due date for payment Group Companies and Vendor’s other Affiliates to pay in full the net amount of all Intercompany Receivables and Intercompany Payables, (ii) shall cause the original payment or, if later, Group Companies to pay in full any Debt (other than financing leases) outstanding to banks and any other 3rd party lenders and (iii) shall cause the date on which Company to pay a valid Indirect Tax invoice is received in respect of that Indirect Tax. Diaxonhit shall issue invoices for all amounts payable under this Agreement consistent with Indirect Tax requirements and irrespective of whether dividend to Vendor to minimise the sums may be netted for settlement purposesCash at Completion down to SEK 25 million. 13.6 Diaxonhit shall be responsible for any and all customs duties, clearance charges, brokers’ fees and other amounts payable in connection with the supply, importation and delivery of Products, as well as any and all customs duties, clearance charges, brokers’ fees and other amounts payable in connection with the sale and export by XDx of Products. 13.7 The terms and conditions of sale set forth in this Agreement shall govern all purchases of Product by Diaxonhit from XDx or the Designee notwithstanding any additional or inconsistent terms or conditions on Diaxonhit’s form of purchase order, XDx conditions of sale or similar document.

Purchase Price and Payment. 13.1 Diaxonhit 4.1 HSI shall pay IDB the Purchase Price for the Minimum Quantity of Product, and all other Product supplied by IDB to HSI under this Agreement, as the Purchase Price is described and calculated in accordance with Paragraph 2 of Schedule 1. 4.2 IDB may invoice HSI at any time after Product has been delivered to the Shipping Point. Payment in full of the Transfer Price of all Product in each shipment shall be due and paid by HSI to IDB within thirty (30) days after the later of (i) the date of delivery of such Product to the Shipping Point or (ii) the date of release of such Product by the Regulatory Authority. Reconciliation and payment or credit of the final Purchase Price (the Transfer Price as adjusted in accordance with Paragraph 2(B) of Schedule 1) shall be made as provided in Paragraph 2(D) of Schedule 1. Should HSI fail to pay IDB any amount due IDB on or before the due date for payment, HSI shall pay IDB the full amount due plus interest on such unpaid amount from its original due date until the date IDB receives full payment, such interest to be at the rate specified in Paragraph 5 of Schedule 1. For the avoidance of doubt, in the event that Product is delivered to HSI and invoiced by IDB, but subsequently is properly rejected by HSI in accordance with Sections 5.2 and 5.3 of this Agreement, then HSI shall pay the then applicable Purchase Price (as listed in Schedule 2full Transfer Price, Part A) for all Products delivered but IDB shall give appropriate credit to Diaxonhit during each Sales Year for use for commercial sale HSI unless the rejected Product is replaced by IDB at IDB’s expense in accordance with Section 13.45.3. 13.2 No later than 4.3 During the 20th Working Day term of each Quarterthis Agreement and for a period of three (3) years thereafter, Diaxonhit HSI and its Affiliates shall provide XDx keep accurate books and records with a quarterly report showing respect to the Net Sales sale and Royalty due distribution of Product in accordance with U.S. generally accepted accounting principles (“GAAP”) consistently applied and in sufficient detail to enable IDB to determine the correctness of all payments made to IDB hereunder. Upon written request by IDB, HSI shall permit an independent certified public account or IDB in-house auditor or accountant (“Accountant”) (to be determined and selected by IDB and reasonably acceptable to HSI), to inspect HSI’s books, records and facilities, and copy such books and records, to the extent such Accountant reasonably deems necessary or appropriate for the preceding Quarter (a “Royalty Report”). Such Royalty Reports shall contain Net Sales sole purposes of verifying the completeness and Test quantities in the Territory, on a country-by-country basis, as well as the number of AlloMap plates purchased, used and average Tests per AlloMap plate, together with any and all currency conversion calculations used by Diaxonhit. XDx shall invoice Diaxonhit for the Royalty due. Provided that Diaxonhit receives XDx’s invoice by the end accuracy of the 15th Working Day of a calendar month then Diaxonhit shall pay that invoice by the end of that calendar month: if the invoice is received after the end of the 15th Working Day of a calendar month then Diaxonhit shall pay that invoice by the end of the following calendar month. 13.3 Diaxonhit shall keep, reports delivered and shall cause payments made under this Agreement and ascertaining HSI’s compliance with its Affiliates and Sales Agents to keep, true, accurate and complete records pertaining to the performance of obligations under this Agreement, including gross sales . The Accountant’s report based on such inspection shall be limited to a detailed report on those subjects. [**] HSI will pay IDB the amount of the Product (both in the aggregate and on a per Unit basis) and all other information necessary to determine the Net Sales Price, in sufficient detail to calculate all fees and the Royalty payable pursuant to this Agreement and to prepare all reports required hereunder. 13.4 Promptly after delivery thereof, XDx shall invoice Diaxonhit for the Purchase Price of each shipment of Product ordered by and delivered to Diaxonhit. Diaxonhit shall pay in full each any such invoice deficiency within thirty (30) days of the end date of the month in which it receives that invoice. If such payment is not made on the date dueinvoice therefor, then Diaxonhit and shall pay interest to XDx calculated at the rate specified in accordance with the provisions Paragraph 5 of clause 27.9. 13.5 All payments made under this Agreement are calculated without regard to value added tax or any other Indirect Tax. If any such payment (together with any other Indirect Tax as applicable) constitutes for value added tax purposes the whole or any part of the consideration for a taxable or deemed taxable supply made by any Party (the supplier) the amount of that payment shall be increased by an amount equal to the amount of value added tax which is chargeable in respect of the taxable or deemed taxable supply in question, provided that the supplier shall have delivered a valid value added tax invoice in respect of such supply to the paying Party. If any payment is subject to any other Indirect Tax then the amount of the payment shall be increased by an amount equal to such Indirect Tax and the paying Party shall in addition pay an amount equal to such Indirect Tax provided that a valid invoice has been issued in respect of that Indirect Tax. All payments in respect of any Indirect Tax (including value added tax) shall be payable on the due date for payment of the original payment or, if later, the date on which a valid Indirect Tax invoice is received in respect of that Indirect Tax. Diaxonhit shall issue invoices for all amounts payable under this Agreement consistent with Indirect Tax requirements and irrespective of whether the sums may be netted for settlement purposes. 13.6 Diaxonhit shall be responsible Schedule 1 for any and all customs duties, clearance charges, brokers’ fees and other amounts payable in connection with the supply, importation and delivery of Products, as well as any and all customs duties, clearance charges, brokers’ fees and other amounts payable in connection with the sale and export by XDx of Productspast due amounts. 13.7 The terms and conditions of sale set forth in this Agreement shall govern all purchases of Product by Diaxonhit from XDx or the Designee notwithstanding any additional or inconsistent terms or conditions on Diaxonhit’s form of purchase order, XDx conditions of sale or similar document.

Purchase Price and Payment. 13.1 Diaxonhit shall pay the then applicable 6.1 The Purchase Price (as listed payable for the Products is recorded in Schedule 2, Part A) for all Products delivered to Diaxonhit during each Sales Year for use for commercial sale in accordance with Section 13.4the Sale Offer. 13.2 No later than the 20th Working Day of each Quarter, Diaxonhit shall provide XDx with a quarterly report showing the Net Sales and Royalty due for the preceding Quarter (a “Royalty Report”). Such Royalty Reports shall contain Net Sales and Test quantities in the Territory, on a country-by-country basis, as well as the number of AlloMap plates purchased, used and average Tests per AlloMap plate, together with any and all currency conversion calculations used by Diaxonhit. XDx shall invoice Diaxonhit for the Royalty due. Provided that Diaxonhit receives XDx’s invoice by the end of the 15th Working Day of a calendar month then Diaxonhit shall pay that invoice by the end of that calendar month: if the invoice is received after the end of the 15th Working Day of a calendar month then Diaxonhit shall pay that invoice by the end of the following calendar month. 13.3 Diaxonhit shall keep, and shall cause its Affiliates and Sales Agents to keep, true, accurate and complete records pertaining to the performance of obligations under this Agreement, including gross sales of the Product (both in the aggregate and on a per Unit basis) and all other information necessary to determine the Net Sales Price, in sufficient detail to calculate all fees and the Royalty payable pursuant to this Agreement and to prepare all reports required hereunder. 13.4 Promptly after delivery thereof, XDx shall invoice Diaxonhit for the Purchase Price of each shipment of Product ordered by and delivered to Diaxonhit. Diaxonhit shall pay in full each such invoice within thirty (30) days of the end of the month in which it receives that invoice. If such payment is not made on the date due, then Diaxonhit 6.2 The Customer shall pay interest to XDx GHV on any amount owing to it in terms of the Sale Agreement which is not paid on the due date. Such interest will be calculated in accordance with the provisions on such amount at 2% per calendar month, which interest will be calculated daily and compounded monthly until GHV has received payment of clause 27.9all monies owing to it. The interest will be payable immediately as and when it accrues. 13.5 6.3 Failing specific arrangements to the contrary in writing in the relevant Sale offer, the Purchase Price for the Products or any portion thereof shall be due and payable to GHV in the currency recorded in the Sale Agreement on the date of delivery of the Products to the Customer. 6.4 Should any discrepancy appear between the Sale Agreement and the GHV invoice, it will be incumbent on the Customer to notify the account manager of GHV within 24 hours from receipt of the invoice in order to resolve such issue without delay. If the Customer failed to report any discrepancy, the price on the Invoice will be regarded as correct, unless the discrepancy is to the detriment of GHV, in which instance GHV will retain the right to correct the invoice. 6.5 Notwithstanding the Selected Incoterms, ownership of the Products shall not pass to the Customer, but shall remain with GHV until payment of the Purchase Price has been received in full by GHV 6.6 All payments will be made under this Agreement are calculated without regard by way of electronic funds transfer into the nominated bank account of GHV. 6.7 The Customer has no right to value added tax withhold payment for any reason whatsoever and the Customer is not entitled to set off any amount due to the Customer by GHV against the Purchase Price or any other Indirect Tax. If debt owed by the Customer to GHV, nor may the Customer withheld any such payment (together by virtue of any alleged counterclaim against GHV by the Customer. 6.8 A certificate under signature of any director or financial manager of GHV whose authority shall not be necessary to prove, shall be prima facie proof of the amounts owing by the Customer to GHV and also of the fact that the amount so stipulated is already due and payable with any other Indirect Tax as applicable) constitutes for value added tax purposes the whole or any part of the consideration for a taxable or deemed taxable supply made by any Party (the supplier) the amount of that payment shall be increased by an amount equal to the amount of value added tax which is chargeable in respect of the taxable or deemed taxable supply in question, provided that the supplier shall have delivered a valid value added tax invoice in respect of such supply to the paying Party. If any payment is subject to any other Indirect Tax then the amount of the payment shall be increased by an amount equal to such Indirect Tax and the paying Party shall in addition pay an amount equal to such Indirect Tax provided that a valid invoice has been issued in respect of that Indirect Tax. All payments in respect of any Indirect Tax (including value added tax) shall be interest payable on the due date for payment of the original payment or, if later, the date on which a valid Indirect Tax invoice is received in respect of that Indirect Tax. Diaxonhit shall issue invoices for all amounts payable under this Agreement consistent with Indirect Tax requirements and irrespective of whether the sums may be netted for settlement purposesthereon. 13.6 Diaxonhit shall be responsible for any and all customs duties, clearance charges, brokers’ fees and other amounts payable in connection with the supply, importation and delivery of Products, as well as any and all customs duties, clearance charges, brokers’ fees and other amounts payable in connection with the sale and export by XDx of Products. 13.7 The terms and conditions of sale set forth in this Agreement shall govern all purchases of Product by Diaxonhit from XDx or the Designee notwithstanding any additional or inconsistent terms or conditions on Diaxonhit’s form of purchase order, XDx conditions of sale or similar document.

Purchase Price and Payment. 13.1 Diaxonhit The purchase price for the Developer Parcel, subject to all adjustments and credits hereinafter provided, shall pay be $300,000 per acre of Net Usable Land. The total purchase price shall be determined by multiplying the total acreage of the Net Usable Land by the foregoing per acre price (the "Purchase Price"), after the preparation and mutual approval of the Survey and legal description of the Developer Parcel. “Net Usable Land” shall mean the total acreage of the Developer Parcel exclusive of any portion subject to road right-of-way, conservation easements or other easements or restrictions that preclude or limit the development of the land, except for customary utility easements or as necessary to provide any utilities to any of Developer’s improvements within the Developer Parcel. Within three (3) business days after the Effective Date, Developer shall deposit with a title company of Developer’s choosing, (the “Title Company”) the sum of Ten Thousand Dollars ($10,000.00) (the “Xxxxxxx Money”). If this sale and purchase is consummated and a closing occurs as set forth herein, the Xxxxxxx Money, if any, shall be paid to City as part of the Purchase Price. If this sale and purchase is not consummated on account of City’s or Developer’s default, then applicable Purchase Price (as listed in Schedule 2the Xxxxxxx Money, Part A) for all Products delivered to Diaxonhit during each Sales Year for use for commercial sale if any, shall be disbursed in accordance with Section 13.4. 13.2 No later than 14 hereof. At the 20th Working Day of each QuarterClosing, Diaxonhit shall provide XDx with a quarterly report showing the Net Sales and Royalty due for the preceding Quarter (a “Royalty Report”). Such Royalty Reports shall contain Net Sales and Test quantities in the Territory, on a country-by-country basis, as well as the number of AlloMap plates purchased, used and average Tests per AlloMap plate, together with any and all currency conversion calculations used by Diaxonhit. XDx shall invoice Diaxonhit for the Royalty due. Provided that Diaxonhit receives XDx’s invoice by the end of the 15th Working Day of a calendar month then Diaxonhit Developer shall pay that invoice by the end balance of that calendar month: if the invoice is received after the end of the 15th Working Day of a calendar month then Diaxonhit shall pay that invoice by the end of the following calendar month. 13.3 Diaxonhit shall keep, and shall cause its Affiliates and Sales Agents to keep, true, accurate and complete records pertaining to the performance of obligations under this Agreement, including gross sales of the Product (both in the aggregate and on a per Unit basis) and all other information necessary to determine the Net Sales Price, in sufficient detail to calculate all fees and the Royalty payable pursuant to this Agreement and to prepare all reports required hereunder. 13.4 Promptly after delivery thereof, XDx shall invoice Diaxonhit for the Purchase Price by federally wired funds. Interest earned on the Xxxxxxx Money, if any, shall follow disbursement of each shipment of Product ordered by and delivered the Xxxxxxx Money. City shall deliver to Diaxonhit. Diaxonhit shall pay in full each such invoice Developer within thirty fifteen (3015) days of the end of the month in which it receives that invoice. If such payment is not made on the date due, then Diaxonhit shall pay interest to XDx calculated in accordance with the provisions of clause 27.9. 13.5 All payments made under this Agreement are calculated without regard to value added tax or any other Indirect Tax. If any such payment (together with any other Indirect Tax as applicable) constitutes for value added tax purposes the whole or any part of the consideration for a taxable or deemed taxable supply made by any Party (the supplier) the amount of that payment shall be increased by an amount equal to the amount of value added tax which is chargeable in respect of the taxable or deemed taxable supply in question, provided that the supplier shall have delivered a valid value added tax invoice in respect of such supply to the paying Party. If any payment is subject to any other Indirect Tax then the amount of the payment shall be increased by an amount equal to such Indirect Tax and the paying Party shall in addition pay an amount equal to such Indirect Tax provided that a valid invoice has been issued in respect of that Indirect Tax. All payments in respect of any Indirect Tax (including value added tax) shall be payable on the due date for payment of the original payment or, if later, the date on which a valid Indirect Tax invoice is received in respect of that Indirect Tax. Diaxonhit shall issue invoices for all amounts payable under this Agreement consistent with Indirect Tax requirements and irrespective of whether the sums may be netted for settlement purposes. 13.6 Diaxonhit shall be responsible for Effective Date any and all customs dutiessurveys, clearance chargesreports, brokers’ fees and studies, or other amounts payable in connection with documentation related to the supplyDeveloper Parcel. If City fails to deliver such documents to Developer within such fifteen-day period, importation and delivery the Contingency Period shall be extended by one (1) day for each day of Products, as well as any and all customs duties, clearance charges, brokers’ fees and other amounts payable in connection with the sale and export by XDx of Productsdelay. 13.7 The terms and conditions of sale set forth in this Agreement shall govern all purchases of Product by Diaxonhit from XDx or the Designee notwithstanding any additional or inconsistent terms or conditions on Diaxonhit’s form of purchase order, XDx conditions of sale or similar document.

Purchase Price and Payment. 13.1 Diaxonhit shall pay 10.1 The purchase price includes all costs for labour, material, documentary, insurance and transport and other requirements for supply of the then Goods at times and in numbers as described in the Contract. All as required by Courts, applicable Purchase Price (as listed in Schedule 2laws and regulations, Part A) for all Products delivered to Diaxonhit during each Sales Year for use for commercial sale in accordance with Section 13.4unless explicitly agreed upon otherwise. Unilateral price adjustments by the Seller are not permitted. 13.2 No later than the 20th Working Day 10.2 The term of each Quarter, Diaxonhit shall provide XDx with a quarterly report showing the Net Sales and Royalty due for the preceding Quarter (a “Royalty Report”). Such Royalty Reports shall contain Net Sales and Test quantities in the Territory, on a country-by-country basis, as well as the number of AlloMap plates purchased, used and average Tests per AlloMap plate, together with any and all currency conversion calculations used by Diaxonhit. XDx shall invoice Diaxonhit for the Royalty due. Provided that Diaxonhit receives XDx’s invoice by the end payment of the 15th Working Day of a calendar month then Diaxonhit shall pay that invoice by the end of that calendar month: if the Seller's invoice is received after the end of the 15th Working Day of a calendar month then Diaxonhit shall pay that invoice by the end of the following calendar month. 13.3 Diaxonhit shall keep, and shall cause its Affiliates and Sales Agents to keep, true, accurate and complete records pertaining to the performance of obligations under this Agreement, including gross sales of the Product (both in the aggregate and on a per Unit basis) and all other information necessary to determine the Net Sales Price, in sufficient detail to calculate all fees and the Royalty payable pursuant to this Agreement and to prepare all reports required hereunder. 13.4 Promptly after delivery thereof, XDx shall invoice Diaxonhit for the Purchase Price of each shipment of Product ordered by and delivered to Diaxonhit. Diaxonhit shall pay in full each such invoice within thirty (30) days from the invoice date or Seller’s fulfilment of the end Contract whichever is later unless otherwise defined in the Contract.. 10.3 Seller shall submit invoices in auditable form, complying with the applicable laws, generally accepted accounting principles and FUJIFILM´s requirements, containing the following minimum information: Supplier name, address and contact details of the month Supplier, invoice date, the date of the supply if different from invoice date and if this can be determined, invoice number, order number, supplier number/purchase order number, address of FUJIFILM: FUJIFILM Manufacturing Europe BV, Xxxxxxxxxxx 0, 0000 XX Xxxxxxx, Xxxxxxxxxxx, quantity of Goods delivered, specification of the Goods, price (unit price excluding VAT and total price excluding VAT per VAT rate or exemption and total price), discounts or rebates if not yet included in which it receives that invoicethe unit price, currency, tax or VAT amount in local currency, the VAT rate applied, Suppliers tax and/or VAT number and, if legally needed, the applicable VAT number of FUJIFILM Manufacturing Europe BV. If such invoices require correction the time of payment is not made on will be calculated from the date due, then Diaxonhit shall pay interest to XDx calculated in accordance with of receipt by FUJIFILM of the provisions of clause 27.9Seller's corrected invoice. 13.5 All payments made under 10.4 FUJIFILM shall be entitled to withhold payment if Seller fails to meet the requirements of the Order. In this Agreement are calculated without regard to value added tax case Seller shall have no claim for interest (even on a portion of the price), penalties or any other Indirect Taxcompensation. 10.5 The absence of an express rejection of an invoice shall not constitute acceptance thereof. If Payment of an invoice shall not constitute acceptance of any such payment (together with any other Indirect Tax as applicable) constitutes for value added tax purposes Goods ordered or delivered. Acceptance of Goods by FUJIFILM, to be valid, must be express and explicit and will represent only FUJIFILMs acknowledgment that Delivery has been made 10.6 In case the whole Contract will be dissolved or any part terminated before the date of receipt of the consideration for a taxable or deemed taxable supply made invoice(s), every undue payment done by any Party (the supplier) the amount of that payment FUJIFILM shall be increased refunded by an amount equal to the amount of value added tax which is chargeable in respect Seller within 7 days after dissolution or termination of the taxable or deemed taxable supply in questionContract, provided that the supplier shall have delivered a valid value added tax invoice in respect without any right of such supply to the paying Party. If any payment is subject to any other Indirect Tax then the amount compensation of the payment shall be increased by an amount equal to such Indirect Tax and the paying Party shall in addition pay an amount equal to such Indirect Tax provided that a valid invoice has been issued in respect of that Indirect Tax. All payments in respect of any Indirect Tax (including value added tax) shall be payable on the due date for payment of the original payment or, if later, the date on which a valid Indirect Tax invoice is received in respect of that Indirect Tax. Diaxonhit shall issue invoices for all amounts payable under this Agreement consistent with Indirect Tax requirements and irrespective of whether the sums may be netted for settlement purposesSeller. 13.6 Diaxonhit shall be responsible for any and all customs duties, clearance charges, brokers’ fees and other amounts payable in connection with the supply, importation and delivery of Products, as well as any and all customs duties, clearance charges, brokers’ fees and other amounts payable in connection with the sale and export by XDx of Products. 13.7 The terms and conditions of sale set forth in this Agreement shall govern all purchases of Product by Diaxonhit from XDx or the Designee notwithstanding any additional or inconsistent terms or conditions on Diaxonhit’s form of purchase order, XDx conditions of sale or similar document.

Purchase Price and Payment. 13.1 Diaxonhit shall pay the then applicable ‌ 6.1 The Purchase Price shall be payable in cash on registration of transfer and shall be secured as follows: 6.1.1 a deposit as portion of the Purchase Price as set out in the Transaction Schedule shall on the date set out in the Transaction Schedule be paid to the Conveyancers, who shall hold the sum in an interest-bearing trust call account, interest for the benefit of the Purchaser, pending registration of transfer (as listed if applicable);‌ 6.1.2 the balance of the Purchase Price shall be paid in Schedule 2cash or be secured by the furnishing to the Seller's Conveyancers of acceptable bankers guarantees within 21 (Twenty One) days after the Signature Date, Part Aprovided that should Clause 4.1.1 be applicable, the Purchaser will furnish the said guarantees within 21 (twenty one) for all Products delivered days after the Effective Date. Guarantees are to Diaxonhit during each Sales Year for use for commercial sale be in accordance with Section 13.4a format acceptable to the Seller and expressed to be payable on registration of transfer of the Property to the Purchaser. 13.2 No later than 6.2 In the 20th Working Day event of each Quarterthe Purchaser failing to furnish bankers guarantees timeously or failing to provide the required documentation, Diaxonhit shall provide XDx with a quarterly report showing sign transfer, bond or any other conveyancing documents or to pay all costs of the Net Sales and Royalty due transfer for which the preceding Quarter Purchaser is liable within 7 (a “Royalty Report”). Such Royalty Reports shall contain Net Sales and Test quantities in the Territory, on a country-by-country basis, as well as the number seven) days of AlloMap plates purchased, used and average Tests per AlloMap plate, together with any and all currency conversion calculations used by Diaxonhit. XDx shall invoice Diaxonhit for the Royalty due. Provided that Diaxonhit receives XDx’s invoice demand therefor by the end Conveyancers, the Purchaser shall be liable to pay penalty interest calculated at the prime rate, capitalised monthly in arrears. The penalty interest shall be calculated on the Purchase Price from the date that the guarantees were due to be furnished to the Seller’s Conveyancers or from the expiry of the 15th Working Day 7 (Seven) day period in this 6.2 until the date that the guarantees are furnished or the Purchaser complies with the demand above, both days included.‌ 6.3 All payments in terms of a calendar month then Diaxonhit or arising out of this Agreement shall pay that invoice by the end be made free of that calendar month: if the invoice is received after the end of the 15th Working Day of a calendar month then Diaxonhit shall pay that invoice by the end of the following calendar month. 13.3 Diaxonhit shall keepbank exchange, and shall cause its Affiliates and Sales Agents to keep, true, accurate and complete records pertaining to the performance of obligations under this Agreement, including gross sales of the Product (both in the aggregate and on a per Unit basis) commission and all other information necessary deductions to determine the Net Sales Party entitled thereto upon the due date thereof and in the event of such due date not being a business day then the due date shall be the immediately following business day. 6.4 Neither Party shall have the right to defer, adjust or withhold any payment due to the other in terms of nor arising out of this Agreement or, to obtain deferment of judgment for such amount or any execution of such judgment by reason of any set-off or counterclaim of whatsoever nature or howsoever arising. 6.5 Notwithstanding anything to the contrary herein contained the Reservation Deposit referred to in the Transaction Schedule shall be dealt with as follows:-‌ 6.5.1 The Reservation Deposit shall be paid by the Purchaser to the Agent within 7 days of the date of signature of this Agreement by the Purchaser. The Reservation Deposit is a non-refundable fee paid to reserve the right to purchase the Unit. The only instance when the reservation fee shall be refundable is when the suspensive conditions are not fulfilled. In the event of the suspensive conditions being fulfilled, the reservation fee shall be allocated as partial settlement of the Purchase Price. 6.5.2 The Reservation Deposit shall be held by the Agent in trust and invested in an interest-bearing account for the Purchaser’s benefit up to and including the Transfer Date, in sufficient detail and where paid to calculate all fees the Conveyancers, shall be invested accordingly. Where the Reservation Deposit is paid to the Conveyancers, the Seller and the Royalty payable pursuant Purchaser by their signatures to this Agreement and give written consent in terms of Section 78(2)(A) of the Attorneys Act authorizing the Conveyancers to prepare invest all reports required hereunderamounts received from the Purchaser in a Nedbank Corporate Saver account at prevailing call interest rates, from time to time. 13.4 Promptly after delivery thereof6.5.3 In the event of the Agreement being cancelled for whatever reason other than the suspensive conditions not being fulfilled, XDx however, the capital and interest shall invoice Diaxonhit for the Purchase Price of each shipment of Product ordered be retained by and delivered to Diaxonhit. Diaxonhit shall pay in full each such invoice within thirty (30) days of the end of the month in which it receives that invoice. If such payment is not made on the date due, then Diaxonhit shall pay interest to XDx calculated in accordance with the provisions of clause 27.9. 13.5 All payments made under this Agreement are calculated without regard to value added tax or any other Indirect Tax. If any such payment (together with any other Indirect Tax as applicable) constitutes for value added tax purposes the whole or any part of the consideration for a taxable or deemed taxable supply made by any Party (the supplier) the amount of that payment shall be increased by an amount equal accrue to the amount of value added tax which is chargeable Seller as contemplated in respect of the taxable or deemed taxable supply in question, provided that the supplier shall have delivered a valid value added tax invoice in respect of such supply to the paying Party. If any payment is subject to any other Indirect Tax then the amount of the payment shall be increased by an amount equal to such Indirect Tax and the paying Party shall in addition pay an amount equal to such Indirect Tax provided that a valid invoice has been issued in respect of that Indirect Tax. All payments in respect of any Indirect Tax (including value added tax) shall be payable on the due date for payment of the original payment or, if later, the date on which a valid Indirect Tax invoice is received in respect of that Indirect Tax. Diaxonhit shall issue invoices for all amounts payable under this Agreement consistent with Indirect Tax requirements and irrespective of whether the sums may be netted for settlement purposesclause 19 hereafter. 13.6 Diaxonhit shall be responsible for any and all customs duties, clearance charges, brokers’ fees and other amounts payable in connection with the supply, importation and delivery of Products, as well as any and all customs duties, clearance charges, brokers’ fees and other amounts payable in connection with the sale and export by XDx of Products. 13.7 The terms and conditions of sale set forth in this Agreement shall govern all purchases of Product by Diaxonhit from XDx or the Designee notwithstanding any additional or inconsistent terms or conditions on Diaxonhit’s form of purchase order, XDx conditions of sale or similar document.